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EQUITY - MARKET SCREENER

Aarti Industries Ltd
Industry :  Chemicals
BSE Code
ISIN Demat
Book Value()
524208
INE769A01020
135.7571652
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
AARTIIND
34.62
18899.15
EPS(TTM)
Face Value()
Div & Yield %
15.06
5
0.29
 

As on: Jun 08, 2023 06:28 PM

To

The Members of

AARTI INDUSTRIES LIMITED

Your Board of Directors ("Board") are pleased to present this Thirty Ninth Annual Report of your Company ("the Company" or "Aarti Industries Limited") together with the Audited Statement of the Company for the Financial Year ended March 31, 2022.

Financial Results

' in Crores

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Total Income from Operations (Gross) 7,765 4,808 7,919 5,023
EBIDTA 1,891 935 1,929 982
Depreciation & Amortisation 281 218 289 231
Profit from Operations before Other Income, Finance Costs and Exceptional Items 1,609 716 1,640 750
Other Income 3 2 1 1
Profit before Finance Costs 1,612 718 1,641 751
Finance Costs 113 86 114 86
Profit before Tax 1,500 632 1,527 665
Total Tax Expenses 211 119 219 129
Non-controlling Interest - - - (12)
Net Profit for the period 1,289 514 1,307 523
Other Comprehensive Income (net of taxes) 25 40 22 48
Total Comprehensive income for the year 1,314 554 1,329 571
Earnings Per Share (Rs) (Basic & Diluted) 35.55 29.47 36.06 30.04
Book Value Per Share (Rs) 160 196 163 202

Financial Performance

Your Company reported Gross Total Income from operations at Rs 7,765 Crores for FY 2021-22 as against Rs 4,808 Crores for FY 2020-21. Similarly the exports for the year were at Rs 3,358 Crores for FY 2021-22 as against Rs 2,004 Crores for FY 2020-21.

Your Company's Earnings Before Interest Depreciation and Taxes stood at Rs 1,891 Crores in FY 2021-22 as compared to Rs 935 Crores in FY 2020-21, registering a growth of 102%. Likewise Profit Before Tax stood at Rs 1,500 Crores in FY 2021-22 as compared to Rs 632 Crores in FY 2020-21.

Likewise, Net Profit after Tax & Deferred Tax stood at Rs 1,289 Crores in FY 2021-22 as compared to Rs 514 Crores in FY 2020-21.

Likewise the Consolidated Total income from operations for FY 2021-22 stood at Rs 7,919 Crores as compared to Rs 5,203 Crores for FY 2020- 21 and exports for FY 2021-22 was Rs 3,478 Crores v/s Rs 2,188 Crores for FY 2020-21. On a Consolidated basis, your Company's Earnings Before Interest Depreciation and Taxes stood at Rs 1,929 Crores in FY 2021-22 as compared to Rs 982 Crores in FY 2020-21, registering a growth of 96%. Similarly, Net Profit after consolidation stood at Rs 1,307 Crores in FY 2021-22 as compared to Rs 523 Crores in FY 2020-21.

Dividend

During the year, the Board has declared two Interim Dividends of Rs 1 (@ 20%) each per share.

Your Directors recommend a Final Dividend of Rs 1.50 (@ 30%) per share, aggregating to a total Dividend of Rs 3.50 (@ 70%) per share (of Rs 5 each) for the financial year 2021-22, resulting in a total payout Rs 126.88 Crores (Previous Year: Rs 80.51 Crores).

The dividend payout is in accordance with the Dividend Distribution Policy which is available on the website of the Company.

Dividend Distribution Policy

As per Regulation 43A of the Listing Regulations, the top 1000 listed companies shall formulate a dividend distribution policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the company. A policy is available on the website of the Company and the web link thereto is :-https://www.aarti-industries.com/ investors/GetReport?strcont id=b22bcY6v1CAOIQL33MM

Transfer to Reserves

Your Company has transferred Rs 129 Crores to General Reserve (Previous Year: Rs 51.50 Crores).

Change in Share Capital

During the year 2021-22, there was change in the authorised and paid up share capital of the Company.

Authorised Share Capital

Pursuant to an approval of the members given during the Extra Ordinary General Meeting held on June 14, 2021, the authorised share capital was increased from Rs 1,15,07,51,600 (Rupees One Hundred Fifteen Crores Seven Lakhs Fifty One Thousand and Six Hundred) to Rs 3,00,00,00,000/- (Rupees Three Hundred Crores Only) by creation of additional 36,98,49,680 (Thirty Six Crore Ninety Eight Lakhs Forty Nine Thousand Six Hundred Eighty) equity shares of Rs 5/- each.

As on the date of this report the Authorised Share Capital of the Company stands at Rs 300,00,00,000 (Rupees Three Hundred Crores Only) divided into 60,00,00,000 (Sixty Crores) equity shares of '5/-each.

Paid Up Share Capital

Bonus Shares @ 1:1

The Company on June 24, 2021, has allotted 17,42,34,474 nos. of fully paid up Equity Shares of Rs 5/- each in the proportion of 1:1 [i.e. One Bonus Equity Share(s) of nominal value Rs 5/- each for every 1(One) Equity Share(s) of nominal value of Rs 5/- each held by the Shareholders as on record date (i.e. June 23, 2021)]. Pursuant to the said allotment of Equity Shares, the paid-up share capital of the Company increased from Rs 87,11,72,370 consisting of 17,42,34,474 Equity Shares to Rs 1,74,23,44,740 consisting of 34,84,68,948 Equity Shares.

Qualified Institution Placement @ Rs 855 per share

The Company on June 30, 2021, has allotted 1,40,35,087 nos. of fully paid up Equity Shares of Rs 5/- each at a premium of Rs 850 per Share, through Qualified Institution Placement (QIP). Pursuant to the allotment of said Equity Shares, the paid-up equity share capital of the Company increased from Rs 1,74,23,44,740 consisting of 34,84,68,948 Equity Shares to Rs 1,81,25,20,175 consisting of 36,25,04,035 Equity Shares.

Apart from the above, there was no change in the Share Capital.

The Company has neither issued shares with differential rights as to the dividend, voting or otherwise nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares to the Employees or Directors of the Company.

Corporate Social Responsibility

Your Company through, Aarti Foundation and Dhanvallabh Charitable Trust - Our CSR arms undertake community interventions to enhance the lives of the communities. Besides our direct involvement, we partner with numerous implementing agencies to carry out need assessment and make impactful interventions. Our Focus areas during the year has been;

• Cluster and Rural Development

• Education and Skill Development

• Childcare and Health Facilities

• Women Empowerment & Livelihood Opportunities

• Disaster Relief & Rehabilitation

• Eradication of Hunger & Poverty

• Water Conservation & Environment

• Research & Development work for upliftment of Society

The detailed policy on Corporate Social Responsibility is available on the website of the Company on the web link thereto is: https://www.aarti-industries.com/investors/ GetReport?strcont id=rQxVNykXxIkOIQL33MM

A brief note on various CSR initiatives undertaken during the year is presented in this Annual report. CSR annual report is annexed as Annexure-A and forms an integral part of the Report.

Related Party Transactions

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Company's website at the web- link given below: https://www.aarti-industries.com/investors/ GetReport?strcont id=TNJu6Gnbr7sOIQL33MM

All related party transactions that were entered into during the FY 2021-22 were on arm's length basis and were carried out in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.

The related party transactions are approved by the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.

The details of related party transactions are provided in the accompanying financial statements.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm's length's basis, Form AOC-2 is not applicable to Company.

Deposits

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

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

Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided during the year under review and as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.

Material Developments in Human Resources/Industrial Relations Front, including number of people Employed

At AIL, employee well-being and growth form the core of everything we do and we consistently strive to co-create practices that help us in building a world-class experience for our people.

To meet our growth aspirations, we onboarded around 1500 bright talents last year. We created various growth avenues for our internal talent, thus accomplishing 18% internal growth transitions in FY 22. In our endeavor to become a Best Place to Work, we accomplished the second set of Voice survey receiving participation from over 99% employees while formulating a vertical wise action plan on the basis of feedback from the survey.

We nurture the culture of One Team, One Voice on the journey of Building Future Together, with an unwavering focus on Excellence and High Performance. As part of this effort, our Talent Management and Capability Building teams collectively work towards the Organization's Vision and Mission by assessing, developing & leveraging the capabilities of employees to build a motivated, engaged, high-performing environment, and bringing holistic capability building opportunities and solutions at individual, team and organizational levels. We have launched below initiatives this year, as a part of our employee development and well-being:

Cross-Functional Learning Through Kshitij Cross-functional skills provide better value to talent, as chances of innovation and creativity are higher among groups having cross-functional collaborations. Mindful of this aspect, we launched Kshitij, a cross-functional domain learning in April 2022. Under Kshitij we have had 5 batches across various locations & have completed 3 sessions.

Developing Employee Career Path Through Eklavya

Focusing on the developmental journey of Field Operator and DCS Supervisor, we launched Eklavya, a career development initiative in May 2022. 31 Field Operators & 13 DCS Supervisors have been already nominated to start their journey in respective areas under Eklavya.

Meraki- an Initiative for the Development of OTS/MTS

With an objective to sensitize OT/MTs batch on setting smart goals and preparing one's Swot analysis, Meraki was launched in May 2022. The session created awareness around mentoring, benefits of the program and self-development.

Samvad

Started with the objective to converse the values and culture of AIL to Associate employees, Samvad is an awareness session on AIL's various HR Policies & Employee Benefits.

Utkarsh

With an objective to provide employees an opportunity to get certified as a LEAN Practitioner, Utkarsh was launched in May 2022. Conducted across 3 and half months, 3 batches of Utkarsh have been held impacting 90+ employees.

Nipun-Training the Trainers

With the objective to train the internal trainers and create a pool for the need of future capabilities, the Nipun Initiative was launched across AIL in May 2022. Spread across three batches, the programme will cover 90+ employees.

Honing Leadership Competencies with Agility Workshop

To establish the foundation for Aarti's 2022-26 goals and to have an agile and responsive leadership team, we conducted an Agility workshop for leaders and above job families in association with Korn Ferry. The workshop focused on case study models, team activity and "Shark Tank" to emphasize on the significance of agile decision making. 200 hours of workshop sessions have been conducted for the Executive & Senior Leader job family and 388 hours of sessions have been held for the Leader job family.

Particulars of Employees

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

In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company for a copy of it.

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

There are no other material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the report.

Consolidated Financial Statements

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2021-22, together with the Auditors' Report, forms part of this Annual Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the government of India, after the completion of seven years. Further, according to the rules, the shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall be transferred to the Demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs 48,43,265/-. Further 22,215 corresponding shares were transferred as per the requirement of the IEPF Rules.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2022 is available in prescribed format on the Company's website on www.aarti-industries.com

Subsidiary Companies

As on March 31, 2022, the Company has 9 (Nine) direct subsidiaries namely, Aarti Corporate Services Limited, Innovative Envirocare Jhagadia Limited, Aarti Polychem Private Limited, Aarti Pharmalabs Limited, Aarti Bharuch Limited, Aarti Spechem Limited, Aarti Pharmachem Limited, Aarti USA Inc. and Alchemie (Europe) Limited, and 2 (Two) indirect subsidiaries namely, Shanti Intermediates Private Limited, Nascent Chemical Industries Limited both hold through Aarti Corporate Services Limited.

The Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 10% of the consolidated income of the Company during the previous Financial Year. A policy on material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is: https:// www.aarti-industries.com/investors/GetReport7strcont_ id=A8DuSuG1AT8OIQL33MM.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which forms part of the Annual Report.

Further a statement containing salient features of the financial statement of our Subsidiaries/Jointly controlled entity in the prescribed format AOC-1 is included in the Report as Annexure-C and forms an integral part of this Report.

Directors and Key Managerial Personnel (KMP)

In accordance with the prevailing provisions of the Section 149 of the Companies Act, 2013 read with Regulation 17 of the Listing Regulations, as amended from time to time, as on March 31, 2022, the Board of Directors comprises of Sixteen Directors (with Eight Executive Directors and Eight Independent Directors).

Shri Ramdas M. Gandhi, Independent Director of the Company left for heavenly abode on July 16, 2021. He was on the Board of the Company since January 29, 1990. The Company places on record appreciation for his guidance, mentoring and contribution to the growth of the Company throughout his tenure.

At the Postal Ballot held on November 24, 2021, Smt. Natasha Kersi Treasurywala (DIN: 07049212) has been appointed as the Independent Director for a period of three years w.e.f. October 14, 2021. In accordance with the provisions of Section 152 of Companies Act, 2013, Shri Renil Rajendra Gogri (DIN: 01582147) and Shri Manoj Mulji Chheda (DIN: 00022699), Executive Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The Board recommends their re-appointment for the consideration of the Members. The existing term of the Chairman and Managing Director Shri Rajendra Vallabhaji Gogri (DIN: 00061003) will come to an end on June 30, 2023. Based upon the performance evaluation rating, merits and recommendation of the Nomination and Remuneration Committee of the Board, your Directors recommend his re-appointment for a further period of Five years effective from July 1, 2023.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, a brief profile of the Directors proposed to be re-appointed is made available as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified or debarred as per SEBI order from being appointed/ re- appointed/ holding position as Directors of the Company.

Independent Directors

Statement on declaration given by Independent Directors under sub-section (6) of section 149.

In accordance with Section 149(7) of the Companies Act, 2013, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management and hold the highest degree of integrity and are individuals who are experts in their respective fields with enormous experience.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs in terms of the recently introduced regulatory requirements.

Familiarisation Programme for Independent Directors

The Company has a Familiarisation programme for its Independent Director which is imparted at the time of appointment of an Independent Director on Board as well as annually. During the year, the Independent Directors of the Company were familiarised and the details of familiarisation programmes imparted to them are placed on the website of the Company and the web link thereto is: https://www.aarti- industries.com/Upload/PDF/Familiarisation-Programme- FY-2021-22.pdf.

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit and loss of the company for that period;

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance

Corporate Governance essentially involves balancing the interests of a Company's stakeholders. The Company continues to nurture a culture of good governance practices across functions, offices and manufacturing facilities.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. The separate Report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Kirtane & Pandit LLP, Chartered Accountants is attached to the Report on Corporate Governance.

Management's Discussion and Analysis Report

Pursuant to Regulation 34 read with Schedule V to the Listing Regulations, Management's Discussion and Analysis for the year under review is presented in a separate section forming part of the Annual Report.

Business Responsibility Reporting (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalisation. Business Responsibility and Sustainability Reporting for the year under review, as stipulated under Regulation 34 (f) of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD/10/2015 and SEBI/HO/ CFD/CMD-2/P/CIR/2021/562 dated November 4, 2015 and May 10, 2021 respectively, are in a separate section forming part of the Annual Report.

Meetings

The Board of Directors met Seven(7) times during the financial year under review. The details of the number of meetings of the Board held during the Financial Year 2021-22 and the details of attendance of each Director at these meetings are provided in the Corporate Governance Report forming part of the Annual Report. The Maximum Gap between two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Annual Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance of the Committees and Independent Directors were evaluated by the entire Board of Directors except for the Director being evaluated. The performance evaluation of the Chairman, Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the outcome of evaluation and the process followed thereof.

Nomination and Remuneration Policy

Your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members.

The details of this policy are given in the Corporate Governance Report.

Risk Management

In compliance with Regulation 21 of Listing Regulations, Your Company has a Risk Management Committee consisting of Shri Rajendra V. Gogri (Chairman), Shri Rashesh Gogri, Shri Bhavesh R. Vora, Smt. Hetal Gogri Gala, Shri Renil Gogri, Shri Narendra J. Salvi, Shri Chetan B. Gandhi and Shri Ajaykumar Gupta. The Committee through its dynamic risk management framework continuously identifies, evaluates and takes appropriate measures to mitigate/minimize various elements of risks.

Safety, Health and Environment

Being a responsible organization, we at Aarti Industries Limited (AIL), are committed to maintain the world-class standards of health, safety, security, human rights, environment protection, product quality and processes while conducting all our business operations, services, and expansion activities. To enable this, AIL has created a culture of Aarti Engaging Leaders, committed to live by Aarti Values of Care, Integrity and Excellence and empowering everyone in the hierarchy to speak powerfully. Further to have better implementation of our strategy, we have realigned the structure of organization into Pillar / Vertical / Group structure.

During FY 2021-22, We have implemented various elements under our flagship initiative "By Employees Sustainability Assurance for Employees (BE SAFE)", a mega initiative with objectives of 'Assurance on Complete Health Check of the Plants' and 'Zero-Harm'. With help of these, we have succeeded in bringing behavioural change amongst our people.

Furthermore, we have developed and implemented several Process Initiative Common (PICs) with specific objectives. Some of the focus areas are elimination of exposure to hazardous chemicals, reduction of electrical incidents to zero, achievement of zero leakage status, etc. In addition to PICs we have also designed and adopted guidelines and Standard Operating Procedures (SOPs) to minimize discretionary actions which may lead to accidents and hazards. Such standardizations have strengthened our efforts towards environment, health & safety.

Responsible Care

Our robust performance on EH&S has led to our success in getting a Responsible Care (RC) logo. RC is a global chemical manufacturing industry's environmental, health, safety and security performance initiative. RC logo is not only an endorsement of our exemplary EH&S practices but also it shall help us in improving our environmental, health, safety and security (EHS&S) performance for facilities, processes and products throughout the entire operating system through its guiding principles.

EcoVadis

Our significant efforts in improving our ESG performance has led to achieving a gold medal in EcoVadis CSR assessment, placing AIL among the top 5 percent of companies assessed by EcoVadis.

Compliance Management System

At AIL we are committed to achieve 100% compliance. We have adopted a third-party managed IT-based Compliance Management System. It has a repository of all applicable regulations and requisite compliances. It has an in-built alert system that intimates concerned personnel about upcoming compliances. Last year, we added a module on 'License Management' into our compliance management system. Newly added license management system helps us in tracking the validity and renewal process of all applicable licenses. We initiate the license renewal process 90 days in advance to avoid any delays.

Zero Liquid Discharge

As a responsible organization, we are committed to protect and prevent the environment. Efficient usage of water is of high priority to us, making it a high material topic for us and our delighted stakeholders. Towards reducing our water footprint, we are focussing on 3R (Reduce, Reuse & Recycle) and strategizing to achieve zero-liquid discharge (ZLD) for our facilities. Currently, 16 of our manufacturing sites have ZLD facilities. Further we have planned to achieve 100% ZLD status within the next 3 years. We have adopted a proactive approach for ZLD and incorporated it in the conceptualisation & designing phase of new projects.

COVID Management

Continuation of plant activities during COVID-19 pandemic was a challenging task. We adopted new norms of social distancing, workplace hygiene, and shift management to eliminate exposure and spread of COVID-19. We undertook several initiatives to manage the pandemic situation; some of these are mentioned below:

• Commitment for abiding with COVID-19 precautions by incorporating it in Safety Pledge

• Arrangement of shelter and food for workers and their families

• Dedicated panel of doctors along with one specialist doctor for providing medical aid to all employees

• Assuring Emotional & Mental well-being of employees through "ANAHATA" initiative

• Intensive COVID-19 testing for our employees

• Periodical sanitization of workplace

• Provision of immunity boosters to our workers and employees

• Providing all possible supports to employees with COVID-19 disease

• Providing transport facilities to employees and workers

In addition to these, we have developed COVID-19 management plans for various scenarios segregated into L-1, L-2, and L-3 levels. Based on our robust preparedness and responsiveness we successfully ensured business continuity during COVID-19 pandemic.

Reliability

We have initiated an Operational Excellence journey with focus to improve reliability. Initiatives like OEE (Overall Equipment Effectiveness) improvement, Quality Circles, Autonomous maintenance and through investigation of T-IHC (ThroughputIncident of High Consequence) deviation have resulted in improvement in reliability through involvement of the associate family and in turn benefited in achieving our safety and sustainability objectives.

Some of the initiatives in this regard as briefed below:

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism and Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, actual or suspected leak of UPSI or violation of Company's Code of Conduct. It also provides for adequate safeguards against the victimisation of employees and allows direct access to the chairperson of the Audit Committee in exceptional cases The said policy has been posted on the website of the Company and the web link thereto is: https:// www.aarti-industries.com/investors/GetReport?strcont_ id=ZMPluse33MMnrACtosYOIQL33MM

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

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013, Kirtane & Pandit LLP. Chartered Accountants (Firm Registration No: 105215W/W100057) were appointed as the Statutory Auditor of your Company at the 35th Annual General Meeting for a term of 4 years, to hold office from that meeting till the conclusion of 39th Annual General Meeting to be held in 2022.

In view of the above, the Board on the recommendation of the Audit Committee appointed Gokhale & Sathe, Chartered Accountants (Firm Registration. No. 103264W) as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 44th Annual General Meeting to be held in 2027. At the request of the Company, Gokhale & Sathe have communicated their eligibility and willingness to accept the office, if appointed. Members are requested to appoint Auditors and to fix their remuneration as mentioned at Item No. 5 of the notice.

Auditors' Report

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

Cost Auditors

In terms of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company is required to maintain cost accounting records and have them audited every year.

The Board has appointed Ketki D. Visariya, Cost Accountants, (Membership No.16028) as the Cost Auditors of the Company for FY 2022-23 under Section 148 and all other applicable provisions of the Act.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their approval. Accordingly, a resolution for seeking Member's approval for the remuneration payable to Ketki D. Visariya, Cost Accountants, is included at Item No. 9 of the notice convening the Annual General Meeting.

The Company has maintained cost records as specified under section 148(1) of the Act.

Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company.

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, the Secretarial Audit Report for the financial year ended March 31, 2022 issued by CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co. Company Secretary in Practice and the Secretarial Auditor of the Company is annexed as Annexure - B and forms an integral part of this Report. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act. There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in their report. As regards, the observations of the Secretarial Auditor in their Report, the same is self explanatory and need no further clarifications.

Internal Control Systems and their adequacy

Your Company has clearly laid down policies, guidelines and procedures that forms part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. The Company has appointed Shri Rakesh Pandey as an Internal Auditor who periodically audits the adequacy and effectiveness of the internal controls laid down by the Management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company's internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors' Reports are regularly reviewed by the Audit Committee of the Board.

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

Secretarial Standards Compliance

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

Number of cases filed, if any, and their disposal under section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is fully committed to uphold and maintain the dignity of every woman working with the Company. The Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of 'Sexual Harassment at workplace'. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment.

Status of the Complaints during the FY 2021-22 is as follows:

Particulars No. of Complaints
Number of Complaints pending as on beginning of the Financial Year 0
Number of Complaints filed and resolved during the Financial Year 2
Number of Complaints pending as on the end of the Financial Year 0

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

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

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 future operations.

Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.

For and on behalf of the Board
Rajendra V. Gogri
Chairman and Managing Director DIN :00061003
Mumbai/August 10, 2022