To
The Members,
Aries Agro Limited
Your Directors have pleasure in presenting their 53rd Annual
Report on the operations of the Company together with the Audited Financial Statements for
the Financial Year ended 31st March, 2023.
Financial Performance
(Rupees in Lakhs unless stated otherwise)
Particulars |
Standalone |
Consolidated |
|
Year Ended
31st March, 2023 |
Year Ended 31st
March, 2022 |
Year Ended
31st March, 2023 |
Year Ended 31st
March, 2022 |
Revenue from Operations |
|
60,996.84 |
|
54,752.45 |
|
61,233.96 |
|
54,808.76 |
Less :- Discount / Rebates |
|
14,008.63 |
|
11,571.91 |
|
14,010.37 |
|
11,571.91 |
|
|
46,988.20 |
|
43,180.54 |
|
47,223.59 |
|
43,236.85 |
Other Income |
|
1,328.19 |
|
882.72 |
|
883.95 |
|
391.06 |
Total Revenue (including Other Income) |
|
48,316.39 |
|
44,063.26 |
|
48,107.54 |
|
43,627.91 |
Profit Before Tax, Interest & Depreciation |
|
6,011.34 |
|
5,650.82 |
|
5,658.44 |
|
5,053.74 |
Less :- Finance Costs |
2,313.71 |
|
2,430.44 |
|
2,338.01 |
|
2,447.34 |
|
Depreciation & Amortisation Expense |
762.07 |
|
565.35 |
|
783.87 |
|
578.27 |
|
|
|
3,075.78 |
|
2,995.80 |
|
3,121.89 |
|
3,025.62 |
Profit Before Tax |
|
2,935.56 |
|
2,655.02 |
|
2,536.56 |
|
2,028.12 |
Less :- Current Tax |
533.00 |
|
732.00 |
|
544.34 |
|
732.00 |
|
Mat Credit Entitlement |
- |
|
- |
|
(0.55) |
|
- |
|
Tax relating to earlier periods |
51.66 |
|
(40.75) |
|
51.68 |
|
(40.75) |
|
Deferred Tax |
327.43 |
|
61.39 |
|
348.14 |
|
42.53 |
|
|
|
912.08 |
|
752.64 |
|
943.60 |
|
733.78 |
Profit After Tax |
|
2,023.48 |
|
1,902.38 |
|
1,592.95 |
|
1,294.34 |
Add / (Less) :- Share of Profit / (Loss) of Associates |
|
- |
|
- |
|
- |
|
(133.87) |
Profit for the year |
|
2,023.48 |
|
1,902.38 |
|
1,592.95 |
|
1,160.48 |
Less :- Non-Controlling Interest |
|
- |
|
- |
|
(119.98) |
|
(168.56) |
Profit for the year attributable to Owners of the Parent |
|
2,023.48 |
|
1,902.38 |
|
1,712.93 |
|
1,329.03 |
Balance brought forward |
|
13,849.28 |
|
12,050.94 |
|
13,948.83 |
|
12,695.34 |
Add / (Less) :- Foreign Currency Translation Reserve |
|
- |
|
- |
|
1.24 |
|
28.50 |
Amount available for Appropriation |
|
15,872.76 |
|
13,953.32 |
|
15,663.00 |
|
14,052.87 |
Less :- Dividend Proposed / Paid |
104.04 |
|
104.04 |
|
104.04 |
|
104.04 |
|
Tax on Dividend Proposed |
- |
|
- |
|
- |
|
- |
|
Provision for Doubtful Debts |
- |
|
- |
|
- |
|
- |
|
|
|
104.04 |
|
104.04 |
|
104.04 |
|
104.04 |
Surplus carried forward to Balance Sheet |
|
15,768.72 |
|
13,849.28 |
|
15,558.96 |
|
13,948.83 |
Particulars |
PERCENTAGE (%) TO GROSS
SALES |
|
Standalone |
Consolidated |
|
Year Ended
31st March, 2022 |
Year Ended 31st
March, 2021 |
Year Ended
31st March, 2022 |
Year Ended 31st
March, 2021 |
Revenue from Operations |
|
100.00 |
|
100.00 |
|
100.00 |
|
100.00 |
Less :- Discount / Rebates |
|
22.97 |
|
21.13 |
|
22.88 |
|
21.11 |
|
|
77.03 |
|
78.87 |
|
77.12 |
|
78.89 |
Other Income |
|
2.18 |
|
1.61 |
|
1.44 |
|
0.71 |
Total Revenue (including Other Income) |
|
79.21 |
|
80.48 |
|
78.56 |
|
79.60 |
Profit Before Tax, Interest & Depreciation |
|
9.86 |
|
10.32 |
|
9.24 |
|
9.22 |
Less :- Finance Costs |
3.79 |
|
4.44 |
|
3.82 |
|
4.47 |
|
Depreciation & Amortisation Expense |
1.25 |
|
1.03 |
|
1.28 |
|
1.06 |
|
|
|
5.04 |
|
5.47 |
|
5.10 |
|
5.52 |
Profit Before Tax |
|
4.81 |
|
4.85 |
|
4.14 |
|
3.70 |
Less :- Current Tax |
0.87 |
|
1.34 |
|
0.89 |
|
1.34 |
|
Mat Credit Entitlement |
- |
|
|
|
(0.00) |
|
|
|
Tax relating to earlier periods |
0.08 |
|
(0.07) |
|
0.08 |
|
(0.07) |
|
Deferred Tax |
0.54 |
|
0.11 |
|
0.57 |
|
0.08 |
|
|
|
1.50 |
|
1.37 |
|
1.54 |
|
1.34 |
Profit After Tax |
|
3.32 |
|
3.47 |
|
2.60 |
|
2.36 |
Add / (Less) :- Share of Profit / (Loss) of Associates |
|
- |
|
- |
|
- |
|
(0.24) |
Profit for the year |
|
3.32 |
|
3.47 |
|
2.60 |
|
2.12 |
Less :- Non-Controlling Interest |
|
- |
|
- |
|
(0.20) |
|
(0.31) |
Profit for the year attributable to Owners of the Parent |
|
3.32 |
|
3.47 |
|
2.80 |
|
2.42 |
Balance brought forward |
|
22.70 |
|
22.01 |
|
22.78 |
|
23.16 |
Add / (Less) :- Foreign Currency Translation Reserve |
|
- |
|
- |
|
0.00 |
|
0.05 |
Amount available for Appropriation |
|
26.02 |
|
25.48 |
|
25.58 |
|
25.64 |
Less :- Dividend Paid |
0.17 |
|
0.19 |
|
0.17 |
|
0.19 |
|
Tax on Dividend Proposed |
- |
|
- |
|
- |
|
- |
|
Provision for Doubtful Debts |
- |
|
- |
|
- |
|
- |
|
|
|
0.17 |
|
0.19 |
|
0.17 |
|
0.19 |
Surplus carried forward to Balance Sheet |
|
25.85 |
|
25.29 |
|
25.41 |
|
25.45 |
OPERATIONS STANDALONE
During the year under review, the Earnings Before Interest,
Depreciation and Tax was 12.79% compared to 12.86% in the previous year. The Total Revenue
(excluding Other Income) for the year net of discount / rebates was Rs. 46,988.20 Lakhs as
against Rs. Rs. 43,947.00 in the previous year. Profit after tax for the year was 4.31%
compared to 4.33% in the previous year.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Indian Accounting Standard (Ind-AS) 110 on
Consolidated Financial Statements, the Audited Consolidated Financial Statement is
provided in the Annual Report.
The Consolidated Profit Before Interest, Depreciation, Exceptional
Items and Taxes (EBITDA) of the Group was Rs. 5,658.44 Lakhs in the Financial Year 2022-23
compared to Rs. 5,053.74 Lakhs in the previous year. Consequently, the Consolidated Profit
Before Exceptional Items and Taxes (PBT) was Rs. 2,536.56 Lakhs in the Financial Year
2022-23 compared to Rs. 2,028.12 Lakhs in the previous year.
FINANCIAL REVIEW
With the collective support of Staff and Aries Customers the Company
was able to improve its revenue from Indian operations by 11.40% from Rs. 547.52 Crores to
Rs.609.96 Crores.
The total capacity utilization currently stands at 71.43% of the total
installed capacity of 95,400 MT p.a. in India. The manufacturing unit at Fujairah, UAE has
produced 1888.75 MT of Sulphur Bentonite and other value added Sulphur products for sale
in India and globally. New factories at Vijayawada and Raipur are also in production.
DIVIDEND
After considering earnings, requirement for funds and with the
objective of rewarding the Shareholders, the Directors have recommended Final Dividend of
10% being Re. 1/- per Equity Share of Rs. 10/- each which is 6.43% of Net Profit for the
year ended 31st March, 2023 (previous year 8% being Rs. 0.80 per Equity Share
of Rs. 10/- each which is 5.47% of Net Profit) subject to your approval at the ensuing
Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 130.04
Lakhs.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General
Reserve out of the current year's Profit and the balance aggregating to Rs. 15,768.72
Lakhs is proposed to be retained in the Profit and Loss Account.
FUTURE PROSPECTS:
The Year 2023-24 is the 54th year of operations and
considering the projection for El-nino effect and hence erratic monsoon, the Company is
focused on promoting our range of climate proof products to take care of any shortfalls in
rain fed areas. Moreover, the products suited for irrigated areas will be given special
attention so that wherever water and crop acreage is available, the Company can quickly
redeploy material and manpower. During 2023-24 few product launches and upgrades are
planned. The Annual booking for 2023-24 was conducted online with participation of 1,222
Dealers from 24 States used booking app and have placed their bookings for 739.95 crores
of products to be lifted during FY 2023-24. This is expected to achieve gross revenue of
around Rs. 700 crores in FY 2023-24.
CREDIT RATING
The Company's Credit Rating has been Re-affirmed by CRISIL Ratings on
31st March, 2023 as under:
Facilities |
By CRISIL RATINGS (REVISED) |
By CRISIL RATINGS (REVISED |
Facilities |
Amount (Rs) |
Rating Action |
Amount (Rs) |
Rating Action |
Indication/Significance |
Long Term Bank Facilities(Fund Based) |
150.00 Cr |
CRISIL BBB+/ Stable(Assigned) |
150.00 Cr |
CRISIL BBB+/ Stable(Reaffirmed) |
Instruments with this rating are considered to have moderate
degree of safety regarding timely servicing of financial obligations. Such instruments
carry moderate credit risk |
Short Term Bank Facilities(Non Fund Based) |
|
CRISIL A2(Assigned) |
|
CRISIL A2(Reaffirmed) |
Instruments with this rating are considered to have strong
degree of safety regarding timely payment of financial obligation. Such instruments carry
low credit risk |
Total |
150.00 Cr |
|
150.00 Cr |
|
|
The rating reflect moderate degree of safety regarding timely servicing
of financial obligations.
CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
There is no change in the nature of business of the Company during the
year. There is no revision made in the Board's Report and whatever submitted herewith is
the final Report.
SAFETY AND HEALTH
The health and safety of the employees across its operations remains
the highest priority for the Company. All endeavors are being made to enhance safety
standards and processes towards minimising risks in all operations in the Company. There
was no accident or mishap in any of its factories. We conducted the following
- Through risk assessment to identity potential hazards within the
manufacturing process.
- Regular safety training programs to ensure that workers understand
safety protocols, emergency procedures, and the proper use of personal protective
equipment (PPE).
- Health check-ups and monitoring to identify and address potential
health issues related to the manufacturing process.
This ensures early intervention and the adoption of preventive
measures.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public within the
meaning of Section 73 of the Companies Act, 2013 and Members (other than Directors) during
the year under review and as such, no amount on account of Principal or Interest on
Deposits from Public and Members (other than Directors) was outstanding as on 31st
March, 2023. Accordingly, the question of any Deposits which are not in Compliance with
the requirements of Chapter V of the Act, does not arise.
SUBSIDIARIES & ASSOCIATE COMPANIES
Your Company has four Subsidiaries out of which three are Non Material
Indian Subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private
Limited and Mirabelle Agro Manufacturing Private Limited and one foreign subsidiary namely
Golden Harvest Middle East FZC.
The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial
Year 2008-09 but discontinued the activity in the financial year 2012-13 due to extremely
volatile nature of seeds business and had no business activity in the financial year
2022-2023 . The Company incurred expenses to the tune of Rs. 3.02 Lakhs for the Financial
Year. As Company's Winding Up Petition and an Appeal of the Company is pending before the
Hon'ble High Court of Telangana at Hyderabad, the Company has been kept alive and going
concern.
The business operations of Aries Agro Equipments Pvt. Ltd. commenced in
the year 2009-10 in agricultural sprayers but discontinued the activity in the financial
year 2013-14 due to lack of appropriate distribution network for Farm Equipments. The
business activities were re-started in the financial year 2022-2023. the Company achieved
turnover of Rs. 42.35 Lakhs . The Company has earned Profit of Rs. 3.52 Lakhs during the
Financial Year.
Mirabelle Agro Manufacturing Private Limited was incorporated on 26th
December, 2019. The Company started its full operations during the Financial Year 2021-22.
The Company had a Turnover of Rs. 1,619.11 Lakhs as compared to Rs. 667.79 Lakhs in the
Previous Year. The Company has earned a Profit of Rs. 80.42 Lakhs during the Financial
Year 2022-23 as compared to a Loss of Rs. 72.66 Lakhs in the Previous Year.
The above three Companies are Wholly Owned Subsidiaries of the Company.
As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC
a Trading Entity, in their Eighteenth Year of operation, has generated sale of. AED 0.02
Lakhs as compared to no sale in the previous year and has incurred Loss of AED 22.32 Lakhs
(INR 499.35 Lakhs) for the year 2022-2023, since trading revenue did not materialize for
licensing reasons.
As required under Section 129(3) of the Companies Act, 2013, annexed
hereto are the Audited Financial Statements for the Year ended 31st March, 2023
of Golden Harvest Middle East FZC., Aries Agro Care Private Limited, Aries Agro Equipments
Private Limited and Mirabelle Agro Manufacturing Private Limited.
A Statement in Form AOC-1 of Subsidiary Companies as prescribed under
Section 129(3) of The Companies Act, 2013 read with Rule 5 of Companies(Accounts) Rules,
2014, is annexed and is forming part of the Annual Report.
Apart from the above statement a list of Subsidiary & Group
Companies is given in Note No. 38 of the Notes to Accounts, and is forming part of the
Annual Report.
All the above Indian Subsidiaries and Group Companies are Un-listed and
Non-Material Companies as defined under Listing Regulations. M/s. Amarak Chemicals FZC,
Fujairah, UAE is an Associate of the Subsidiary M/s. Golden Harvest Middle East FZC.
There is no Holding, Associate or Joint Venture Companies other than as
listed above.
INSURANCE
All properties and assets of your Company are adequately insured
covering all conceivable risks.
DIRECTORS & KEY MANAGERIAL PERSONNEL
DIRECTORS
There is no change in the Composition of the Board of Directors during
the year under review.
Pursuant to the provisions of Section 152(6) of the Companies Act,
2013, Dr. Jimmy Mirchandani(DIN 00239021) Director retires by rotation and being eligible,
offers himself for re-appointment.
Accordingly, his re-appointment forms part of the Notice of ensuing
Annual General Meeting.
All the Independent Directors have submitted declarations to the effect
that each of them meets the criteria of Independence as provided in Section 149(6) of the
Companies Act, 2013 and Listing Regulations and there has been no change in the
circumstances which may affect their status as an Independent Director during the year.
Section 149(10) of the Act provides that an Independent Director shall
hold office for a term of five consecutive years on the Board and shall be eligible for
re-appointment on passing a Special Resolution by the Company and disclosure of such
appointment shall be made in its Board's Report. Section 149(11) provides that an
Independent Director may hold office for up to two consecutive terms.
Accordingly, Mr. C. B. Chhaya (DIN: 00968966) who was reappointed as an
Independent Director for a second term of 5(Five) Years with effect from 1st
April, 2019 at the Fourty Eighth Annual General Meeting held on 28th September,
2018 will be retiring on 31st March, 2024 as his term will come to an end on 31st
March, 2024.
Pursuant to the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at their Meeting held on 10th August, 2023,
appointed Mr. R. V. Balasubramaniam Iyer (DIN 10265799), as an Additional Director with
effect from 1st February, 2024, to hold office till the date of the ensuing
Annual General Meeting of the Company. The Company received a notice in writing from a
Member under the provisions of Section 160 of the Companies Act, 2013, proposing his
candidature for the office of Director.
Pursuant to the recommendation of the Nomination and Remuneration
Committee of the Company, Mr. R. V. Balasubramaniam Iyer (DIN 10265799) was appointed as
an Independent Director of the Company, not liable to retire by rotation, by the Board of
Directors at their Meeting held on 10th August, 2023 for a term of 5 (five)
consecutive years with effect from 1 st February, 2024 up to 31st January,
2029, subject to the approval of the Members by way of Special Resolution.
Accordingly, the appointment of Mr. R. V. Balasubramaniam Iyer as an
Independent Director forms part of the Agenda and the proposed Resolution is set out at
item No. 4 & 5 of the Notice.
In the opinion of the Board, Mr. R. V. Balasubramaniam Iyer is a person
of integrity, possesses the expertise in the area of Human Resources, Strategy and Sales
and Marketing. and has over 36 Years of experience and is proficient in his role and
fulfils the conditions specified in the Act and the Rules made thereunder read with the
provisions of the Listing Regulations, each as amended, and is independent of the
Management of the Company.
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company.
Familiarisation Programme for Independent Directors -- Though there
is no formal Policy for familiarization but the Company in order to familiarize the
Independent Directors with the business of the Company, makes presentation by the
Functional Heads covering Operations of the Company at every Quarterly board meeting and
nature and scope of business, nature of industry in which Company operates, profitability
and future plans. Regularly at meetings updates are given to the Board. House Journal as
and when published is also sent to all the Directors and their feedback are considered.
Action Taken Report and Legal Updates are also being placed at every meeting of the Board
and Audit Committee just to keep the Directors updated with the latest amendments and
Action Taken by the Management.
KEY MANAGERIAL PERSONNEL
There were no change in the Key Managerial Personnel during the year
under review. All the Key Managerial Personnel have submitted disclosures and declaration
required under the Companies Act, 2013 and Listing Regulations.
MEETINGS OF BOARD
Four(4) Meetings of the Board of Directors were held during the year on
25.05.2022, 10.08.2022, 11.11.2022, and 10.02.2023. For further details, please refer
Report on Corporate Governance of this Annual Report.
AUDIT COMMITTEE
There were no changes in the Audit Committee during the year under
review. The Committee comprises of Mr. C. B. Chhaya, Chairman, Prof. R. S. S. Mani, Mrs.
Nitya Mirchandani and Mr. Nrupang Bhumitra Dholakia, Members. For further details, please
refer Report on Corporate Governance of this Annual Report.
All the recommendations made by the Audit Committee were accepted by
the Board during the year under review.
NOMINATION AND REMUNERATION COMMITTEE
There were no changes in the Nomination and Remuneration Committee
during the year under review. The Committee comprises of Prof. R. S. S. Mani, Chairman,
Mr. C. B. Chhaya, and Mr. Nrupang Bhumitra Dholakia, Members. For further details, please
refer Report on Corporate Governance of this Annual Report.
STAKE HOLDERS RELATIONSHIP COMMITTEE
There was no change in the Stake Holders Relationship Committee during
the year under review. The Committee comprises of Mr. C. B. Chhaya(Chairman), Dr. Rahul
Mirchandani and Mrs. Nitya Mirchandani. For further details, please refer Report on
Corporate Governance of this Annual Report.
CSR COMMITTEE
There was no change in the Stake Holders Relationship Committee during
the year under review. The Committee comprises of Dr. Rahul Mirchandani(Chairman), Mrs.
Nitya Mirchandani and Mr. Nrupang Bhumitra Dholakia, Members. For further details, please
refer Report on Corporate Governance of this Annual Report.
BOARD EVALUATION
The Board of Directors have carried out an Annual Evaluation of its own
performance and individual Directors themselves pursuant to the provisions of the Act and
Corporate Governance requirements as prescribed by Regulation 17(10) of the SEBI(LODR)
Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the Board Composition and
Structure, Effectiveness of Board Process, Information and Functioning etc.
In a separate Meeting of the Independent Directors, performance of
Non-Independent Directors, Performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of Executive Directors and
Non-Executive Directors.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Policy on Directors Appointment and Remuneration including criteria
for determining qualifications, positive attributes, independence of Director and also
Remuneration for Key Managerial Personnel and other Employees are contained in the
Nomination and Remuneration Policy which is hosted at the web site of the Company www.ariesagro.com
and the same is re-produced in the Report on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENTS
Pursuant to the requirements of Section 134(5) of the Companies Act,
2013 the Board of Directors, to the best of their knowledge and ability, confirm that:
1. in preparation of the Annual Accounts, applicable Accounting
Standards have been followed and that there are no material departures;
2. they have 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 the Affairs of the Company at the end of the
financial year and of the profit of the Company for that year;
3. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. they have prepared the Annual Accounts on a going concern'
basis;
5. they have laid down Internal Financial Controls to be followed by
the Company and such Internal Financial Controls are adequate and operating effectively;
6. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are as under:
1. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year;
Non-Executive Directors |
Ratio to median Remunerations |
Directors Remuneration / Sitting Fees
Rs. Lakhs |
Dr. Jimmy Mirchandani |
0.54 |
1.60 |
Mrs . Nitya Mirchandani |
1.21 |
3.60 |
Prof R. S. S. Mani |
0.94 |
2.80 |
Mr. Chakradhar Bharat Chhaya |
1.14 |
3.40 |
Mr. Nrupang B. Dholakia |
1.14 |
3.40 |
Executive Directors |
|
|
Dr. Rahul Mirchandani |
82.60 |
246.65 |
2. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary or Manager, if any, in the financial year;
Directors, Chief Financial Officer,
Company Secretary |
% Increase in Remuneration in the
Financial Year |
Dr. Rahul Mirchandani, CMD |
16.40 |
Mr. Qaiser P. Ansari, Company Secretary & Chief Legal
Officer |
0.39 |
Mrs. Chhaya A. Warrier, Senior V.P. Finance |
57.19 |
3. The percentage increase in the median remuneration of employees in
the financial year; (16.54) %
4. The number of permanent employees on the rolls of Company; 1,047
5. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration;
The average annual increase was around 12.36% after accounting for
promotions and other event based compensation revision.
6. Affirmation that the remuneration is as per the Remuneration Policy
of the Company.
The Company affirms that the remuneration is as per the Remuneration
Policy of the Company.
The Statement containing Particular of Employees as required under
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, drawing remuneration
in excess of the limits set out in the said Rules are provided in the Annual Report.
Information in accordance with the provisions of Section 197(12) of the
Companies Act, 2013 ("Act") read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:
TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING
THE YEAR 2022-23 |
Sr. No. NAME |
DESGINATION |
REMUNERATION RECEIVED |
NATURE OF EMPLOYMENT |
OTHER TERMS & CONDI
TIONS |
NATURE OF DUTY |
QUALIFICATION & EXPERIENCE |
DATE OF COMMENCEMENT |
AGE |
Last Employment held |
% of Equity Shares held as on 31.03.2022 |
Whether relative of any Director or
Manager and the name of such Director or Manager |
1 DR. RAHUL MIRCHANDANI |
CHAIRMAN & MANAGING DIRECTOR |
24,664,800 |
CONTRACTUAL |
N.A. |
MANAGING THE AFFAIRS OF THE COMPANY |
B. Com; CFA; MBA; Ph.D |
02.02.1994 |
47 |
N.A. |
25.90 |
Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya
Mirchandani |
2 MR. JAYAPRADEEP SUBRAMANIAN |
CHIEF MARKETING CONTROLLER (SOUTHERN REGION) |
12,913,278 |
FULL TIME EMPLOYEE |
N.A. |
MARKETING & EXTENSION ACTIVITIES FOR SOUTHERN REGION |
M.Sc. MBA |
15.11.2013 |
41 |
M/s Tata Consultancy Services, Desgn - IT Analyst |
0.06 |
N.A. |
3 MR. ARUN K. TIWARI |
SENIOR CHIEF MARKETING CONTROLLER (NORTH & WEST INDIA) |
6,893,995 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES OF NORTHERN REGION |
B. Sc |
01.12.1992 |
55 |
N.A. |
0.00 |
N.A. |
4 MR.SANTOSH KUMAR PANDEY |
HEAD MAVICE PRESIDENT (MARKETING) |
5,235,871 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES OF MAHARASHTRA, NIPANI
DIVISION |
M. Sc (Ag) |
26.05.2004 |
49 |
N.A. |
0.00 |
N.A. |
5 MR. QAISER P A R V E Z ANSARI |
COMPANY SECRETARY & SENIOR VICE PRESIDENT (LEGAL) |
4,006,089 |
FULL TIME EMPLOYEE |
N.A. |
COMPANY SECRETARY |
B. Com. LLB ACS |
02.06.2008 |
60 |
M/s Sabero Organics Gujarat Ltd., Desgn - CS & Dy.Gen.
Manager (Legal & Taxation) |
0.00 |
N.A. |
6 MR. PREMRAJ CHAUHAN |
JOINT MARKETING CONTROLLER |
3,803,517 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES |
B.Sc. |
10.08.1997 |
49 |
N.A. |
0.00 |
N.A. |
7 MR. RAJESH GUPTA |
JOINT VICE PRESIDENTMARKETING |
3,664,038 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES OF WESTERN REGION |
B.A. |
06.07.2001 |
44 |
N.A. |
0.00 |
N.A. |
8 MR. BIPLOB CHATTERJEE |
CHIEF OPERATIONS OFFICER |
3,559,092 |
FULL TIME EMPLOYEE |
N.A. |
OVER ALL PRODUCTION |
B.Sc. |
08.12.2009 |
54 |
M/s Jaysynth Dye Chem, Desgn - Production Officer |
0.00 |
N.A. |
9 MRS. CHHAYA ASHOK WARRIER |
SR. VICE PRESIDENT- FINANCE |
3,256,956 |
FULL TIME EMPLOYEE |
N.A. |
OVER ALL FINANCE / ACCOUNTS |
B. Com. |
15.01.2004 |
50 |
L & T Ltd |
0.00 |
N.A. |
10 MR. BHAGWADAS GANGWAR |
REGIONAL CONTROLLER |
3,135,080 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES |
B. A. |
01.04.2003 |
47 |
J. D. Biotech |
0.00 |
N.A. |
11 MR. VIRENDRA T. CHAUHAN |
SR.ZONAL MANAGER |
2,896,851 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES |
B. Sc.(Agriculture) |
06.08.2000 |
49 |
EID Parry |
0.00 |
N.A. |
12 MR. DEVENDRA TIWARI |
JOINT VICE PRESIDENT (OPERATIONS) |
2,772,206 |
FULL TIME EMPLOYEE |
N.A. |
MANAGING THE MARKETING ACTIVITIES OF THE CENTRAL REGION |
M.Sc |
02.01.2002 |
47 |
M/s Valace Agrochemical Ltd |
0.00 |
N.A. |
PARTICULARS OF EMPLOYEES IN TERMS OF
SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) AND 5(3) OF THE
COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL |
PERSONNEL) RULES, 2014 DRAWING
REMUNERATION NOT LESS THAN Rs. 1.02 Crores p.a./Rs. Eight Lakhs Fifty Thousand p.m. DURING
THE YEAR 2022-23 |
SR. No. NAME |
DESGINATION |
REMUNERATION RECEIVED |
NATURE OF EMPLOYMENT |
OTHER TERMS & CONDITIONS |
NATURE OF DUTY |
QUALIFICATION & EXPERIENCE |
DATE OF COMMENCE- MENT |
AGE |
Last Employment held |
% of Equity Shares held as on 31.03.2022 |
Whether relative of any Director or
Manager and the name of such Director or Manager |
1 DR. RAHUL MIRCHANDANI |
CHAIRMAN & MANAGING DIRECTOR |
24,664,800 |
CONTRACTUAL |
N.A. |
MANAGING THE AFFAIRS OF THE COMPANY |
B. Com; CFA; MBA; Ph.D |
02.02.1994 |
47 |
N.A. |
25.90 |
Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya
Mirchandani |
2 MR. JAYAPRADEEP SUBRAMANIAN |
CHIEF MARKETING CONTROLLER (SOUTHERN REGION) |
12,913,278 |
FULL TIME EMPLOYEE |
N.A. |
MARKETING & EXTENSION ACTIVITIES FOR SOUTHERN REGION |
M.Sc. MBA |
15.11.2013 |
41 |
M/s Tata Consultancy Services, Desgn - IT Analyst |
0.06 |
N.A. |
ESOPS
The Company has not offered any ESOPS scheme to its Employees or
Directors.
LIST OF SENIOR MANAGEMENT
Pursuant to the Regulation 30 of LODR the List of Senior Management is
given in the Report on Corporate Governance and forms part of this Report.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
Your Company has elaborate Risk Management Procedure which is based on
three Pillars. Business Risk Assessment, Operational Controls Assessment and Policy
Compliance processes. Major Risks identified by the Business and Functions are
systematically addressed through mitigating actions on continuing basis. The Key risks are
also discussed at the Audit Committee.
The Company's Internal Financial Control System is commensurate with
the nature of its business and the size and complexity of its operations. These are
routinely tested and certified by the Statutory as well as Internal Auditors covering all
Offices, Factories and Key Business areas. Significant Audit Observations and Follow Up
Actions thereon are reported to Audit Committee. The Audit Committee reviews adequacy and
effectiveness of the Company's Internal Control environment and monitors the
implementation of the audit recommendations.
Based on the framework of Internal Financial Controls and Compliance
System established and maintained by the Company, work performed by the Internal,
Statutory and Secretarial Auditors and review performed by the Management and the relevant
Board Committees, including the Audit Committee, the Board is of the opinion that the
Company's Internal Financial Controls were adequate and effective during the Financial
Year 2022-23.
GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company
will be sending Annual Report through electronic mode(email) to all the shareholders who
have registered their email addresses with the Company or with the Depository to receive
the Annual Report through electronic mode and initiated steps to reduce consumption of
paper.
HUMAN RESOURCES
Humans are considered as one of the most critical resources in the
business which can be continuously smoothened to maximize the effectiveness of the
Organization. Human resources build the Enterprise and the sense of belonging would
inculcate the spirit of dedication and loyalty amongst them towards strengthening the
Company's Polices and Systems. All personnel continue to have healthy, cordial and
harmonious approach thereby enhancing the contributory value of the Company.
LISTING
The Equity Shares of the Company are listed at BSE Limited (BSE) and
National Stock Exchange of India Limited(NSE).
The Company has made all the compliances of Listing Regulations
including payment of Annual Listing Fees upto 31st March, 2024 to both the
Stock Exchanges.
CORPORATE GOVERNANCE
The Company has complied with the various requirements under the
Corporate Governance reporting system. A detailed Compliance Report on Corporate
Governance is annexed to this Report as required by the Listing Regulations. The Auditors'
Certificate on Compliance with the conditions of Corporate Governance is also annexed to
this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Listing Regulations with the Stock Exchanges, is also annexed to this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
Particulars in respect of Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo, as required to be disclosed by the
Companies(Accounts) Rules, 2014 and forming a part of the Directors Report are as under: -
I. CONSERVATION OF ENERGY
The Company accords great importance to conservation of energy. The
main focus of the Company during the year was:
a. Energy Conservation measures taken:-
i. Aries continues power generation through its Solar Power
Generation System at its manufacturing unit at Pashamylaram, Distt: Medak.
ii. Creating awareness among Workmen to conserve energy
iii. Conversion of boilers in Hyderabad Unit from diesel to solid
briquette based fuel.
iv. Close monitoring of consumption of electricity, LPG, Diesel and
water.
v. Optimum use of Energy by Switching off Machines, Lights, Fans,
Air Conditioners and Exhaust Systems whenever not required.
vi. Exclusive use of CNG for manufacturing at Chhatral Unit Impact
of measures taken for reduction of energy consumption and consequent impact on the cost of
production of goods
b. Total energy consumption and energy consumption per unit of
production
Form -A
Form for disclosure of Particulars with respect to Conservation of
Energy.
Sr. No. Particulars |
Current Year |
Previous Year |
|
2022-2023 |
2021-2022 |
(a) Purchased:- |
|
|
I. Electricity |
|
|
(i) Unit (KWH) |
1,496,485 |
1,288,790 |
(ii) Total Amount (Rs) |
14,307,840 |
11,373,238 |
(iii) Rate/Unit (Rs.) |
9.56 |
8.82 |
II Piped Gas |
|
|
(i) Unit(M3) |
175,163 |
169,174 |
(ii) Total Amount (Rs) |
10,249,209 |
9,055,502 |
(iii) Rate/Unit (Rs.) |
58.51 |
53.53 |
(b) Own Generation |
|
|
(i) Coal |
Not Applicable |
Not Applicable |
(ii) Furnace Oil - KI |
- |
- |
(iii) Internal Generation Units(Generator) |
125 |
152 |
(iv) Solar System Units |
44,392 |
41,801 |
II. Form for disclosure of particulars with respect to Technology
Absorption, Research and Development
(A) RESEARCH AND DEVELOPMENT:
1. Specific Areas in which Research and Development was carried out by
the Company.
The Company has received in house R & D recognition from
DSIR and is continuously striving to launch / introduce innovative products / technologies
in the field.
The Company's Quality Management System at Mumbai is ISO
9001:2015 certified and works on new product development and continuous quality checks.
All our manufacturing units viz. at Mumbai, Hyderabad, Chhatral,
Vijayawada, Lucknow and Raipur has been equipped with a state of art laboratory to keep
pace with the Company's expansion in that region.
In the last few years, the Company has been focusing on Crop
specific formulations, hydroponic nutrient formulations and specific formulations for
international markets and new technologies in agriculture like drones, apps and
digitization.
Baseline R&D work has been initiated on new agri-input
products like nano fertilizers, organic fertilizers, different form of fertilizer
formulations, farm machineries and environment friendly product packaging options.
Emphasis is also given on standardizing the QC procedures for
the new products launched.
Factory procedures are being modified to increase the shelf life
and quality of various products. Self manufacturing of some raw materials is also being
done.
The Company is the first in India to receive permission from
DGCA for the use of drones for nutrient spraying.
New High Density formulations are being developed to achieve
reduction in dosage. These can be effectively sprayed using drones.
The Company is focused on introducing hand held soil testing
devices in collaboration with research institutions.
Other important devices for pest management and water filtering
are under field trials.
New apps / softwares are being developed keeping in line with
the digitisation policy of the company
Our team of extension officers conducts continuous field
demonstrations and field trials alongwith large scale soil sampling, dealer / farmer
meetings, field days, etc which provides constant updates on market demand and technical
requirements across all states in India in the agri sector
To supplement the extension activities a dedicated in house
research farm has been set up at Raipur and the rooftop greenhouse installed at the head
office in Mumbai is used to carry out research in soilless cultivation
Efforts are put in setting up and promoting Good Agricultural
Practices for individual crops across the country. Work on India GAP has been initiated on
soybean and tomatoes
There is a continuous focus on co development projects with
Educational and Research Institutions in relevant areas, which continues across India
alongwith publications in various reputed agri journals.
2. Objectives
Innovate and develop products/ technologies ideally suited for
sustainable and precision agriculture
Design and Develop new manufacturing processes to improve the
cost effectiveness of the products as well as their agronomical efficiency.
Develop production processes that utilize renewable energy and
are pollution free.
Ensure continuous updation of in house knowledge required to
develop products and services for the company.
Source worldwide information related to product development and
agriculture best practices
Develop new age environmental friendly crop management
techniques
3. Benefits derived as a result of the above efforts.
Improvement in productivity/quality and reduction in cost of
production of Company's Plants and at Customer's end.
Cost reduction, import substitution, safer environment and
strategic resource management.
Meeting the statutory requirements.
Demonstration of a Sustainable urban farm set up to address the
issue of residue free healthy food.
Market Expansion
Increase in number of products
4. Future Plan of Action :
Conducting scientific research and studies, pilot scale
development, trial and testing for development of new products, new process development,
improvement in the existing production process, etc
Customized micronutrient fertilizers for export
Modification of manufacturing process to make it pollution free.
To develop new markets in the Protected Cultivation and
Precision Agriculture sector.
Continued efforts to develop India GAP on commercial crops and
try establishing a linkage between farmers and the industry
5. Expenditure on R & D
Sr. No. Description |
For the Year ended 31st
March 2023 (Amt. in Rs.) |
For the Year ended 31st
March 2022 (Amt. in Rs.) |
I) Capital |
1,606,715 |
1,896,994 |
II) Recurring |
31,611,668 |
21,198,042 |
Total |
33,218,383 |
23,095,035 |
Total R&D expenditure as a % of |
|
|
a) Gross Turnover |
0.54 |
0.42 |
b) Net Turnover |
0.71 |
0.53 |
B1. Technology Absorption, Adaptation and Innovation
The Management has focused on productivity and Total Quality Management
[TQM] in order to optimize manufacturing costs. The Company continues to be ISO 9001:2015
certified.
B2. Benefits
This has helped in achieving optimum manufacturing costs, improved
quality of products and consequently, enhanced customer satisfaction. The Company uses
indigenous technology.
B3. The Company has not imported any technology during the year under
review.
C. Foreign Exchange Earnings and Outgo
Initiatives were taken to increase exports and development of new
overseas markets for products. International clients are located in Nepal, UAE, Taiwan,
Australia, New Zealand, Chile, United Kingdom, etc.
1. Total Foreign Exchange used and earned:
Used : Rs. 53,19,42,952/-
Earned: Rs. 1,34,62,684/-
SPECIAL BUSINESS
As regard to the items of the Notice of the AGM relating to Special
Business, the resolutions incorporated in the Notice and the Explanatory Statement
relating thereto, fully indicate the reasons for seeking the approvals of Members to those
proposals. Your attention is drawn to these items and Explanatory Statement annexed to the
Notice.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle
Blower Policy in terms of the Listing Regulations is in place. Protected disclosures can
be made by a Whistle Blower in writing or through an e-mail, to the Chairman/Member of the
Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed
on the Company's website www.ariesagro.com.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN &
SECURITIES PROVIDED
Particulars of Loans given, Investments made, Guarantees given and
Securities provided along with the purpose for which the Loan or Guarantee or Security is
proposed to be utilized by the recipient are provided in the Standalone Financial
Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of
Section 188(1) of the Companies Act, 2013. Information on transactions with Related
parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rule, 2014 are given in Annexure-I in Form AOC-2 and the
same forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure-II of this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on
the Web-Site of the Company at www.ariesagro.com.
Your Company continues to demonstrate a strong commitment towards
providing products which do not hamper the soil and crop eco systems.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31,2023 is available on the Company's website on www.ariesagro.com.
COST RECORDS
The Company is required to maintain Cost Records as specified by the
Central Government under sub-section(1) of Section 148 of the Companies Act, 2013 and the
Company has made such accounts and maintained such records.
AUDITORS & AUDITORS REPORTS Statutory Auditors
M/s. Kirti D. Shah & Associates, Chartered Accountants, Mumbai(Firm
Registration No. 115133W, Membership No. 32371), and having Peer Review Certificate issued
by the Institute of Chartered Accountants of India), were appointed as the Statutory
Auditors of the Company for a period of 5(five) years at the Fifty Second Annual General
Meeting of the Company held on 29th September, 2022 and being eligible continue
to be the Statutory Auditors.
The Statutory Auditors' Report both with respect to the Standalone and
Consolidated Financial Statements do not contain any qualification, reservation or adverse
remark. Further that there was no fraud reported by Auditors under sub-section (12) of
Section 143 of the Companies Act, 2013.
Cost Auditors
The Company has appointed M/s. R. Nanabhoy & Co., Cost Accountants,
to conduct the Audit of Cost Accounting Records of its products for the financial year
2021-2022.
The due date for filing the Cost Audit Reports in XBRL mode for the
financial year ended March 31,2022 was 27th September, 2022. The Cost Audit
Reports were filed by the Cost Auditor on 15th September, 2022 within the due
date.
Further M/s. R. Nanabhoy & Co., Cost Auditors were re-appointed as
the Cost Auditor of the Company for the year ending 31st March, 2023 by the
Board of Directors on 27th August, 2022 after ensuring their eligibility and
obtaining the letter of eligibility from them.
The Company's Cost Audit for the Financial Year 2022-2023 is under
process and the Company will have the Audit completed within 180 days of the end of the
Financial Year-2022-2023 i.e. on or before 27th September, 2023 and file the
Report within stipulated time.
Secretarial Auditors
The Board appointed Mr. A. Sekar, Practising Company Secretary, to
conduct Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report
for the financial year ended March 31,2023 is annexed herewith and marked as Annexure-III
to this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the
provisions of the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), the Company obtained the Annual Secretarial Compliance Report for the
Financial Year 2022-2023 from Mr. A. Sekar, Practising Company Secretary, the Secretarial
Auditor of the Company and the same has been filed with the BSE Limited and the National
Stock Exchange of India Limited on 23rd May, 2023 well within the time. The
Secretarial Auditor has not reported any non-compliance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has zero tolerance towards sexual harassment at the
workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder.
The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at
Workplace Prevention, Prohibition and Redressal) Act, 2013.
There was no complaint received during the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY
TO WHICH FINANCIAL RESULTS RELATE
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have occurred between the
end of the financial year of the Company and date of this report.
MATERIAL ORDERS PASSED
No material Orders have been passed by any Authority in respect of any
matters with regard to the business of the Company during the Financial Year.
Referring to the Previous Year's Board's Report, classification of
Micronutrients relating to the Sanand Unit in the state of Gujarat is pending before
Customs, Excise and Service Tax Appellate Tribunal(CESTAT) at Ahmedabad and the matter is
yet to be heard.
The Commissioner of Central GST & Central Excise had passed an
order against the Company for Mumbai facilities. However, the Company successfully
defended these Orders before CESTAT, Mumbai and the Apex Court dismissed the Appeal filed
by the Department against the Order passed by CESTAT, Mumbai. Since the matters before
CESTAT Ahmedabad are identical i.e. Classification, the Company is confident of obtaining
favourable Orders in these matters too and does not foresee any material impact. The
matter is yet to be heard.
As per the recent amendment in the Listing Regulations, the Company is
required to disclose to the Exchanges the List of pending Material Litigations and keep on
updating with the progress. The Company is in process to disclose the pending List of
Material Litigations to the Exchanges to comply with the requirements and will keep on
updating with the progress.
DISCLOSURE REGARDING ANY APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
The Company, during the Financial Year, has neither made any
application nor any proceeding are pending against the Company under the Insolvency and
Bankruptcy Code, 2016.
DISCLOSURE REGARDING ANY DIFFERENCE IN VALUATION
The Company during the Financial Year, did not do any one time
settlement and hence, did not carry out any Valuation for one time settlement.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
3. Issue of Shares (including Sweat Equity Shares) to employees of the
Company under any scheme.
4. Buy Back of shares of the Company during the year under review.
5. The Managing Director of the Company does not receive any
remuneration or commission from any of its Subsidiaries.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
7. The Company is not required to submit Business Responsibility and
Sustainability Report in pursuance of Regulation 34(2)(f) SEBI (LODR) Regulations, 2015.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provisions
of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary
Disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
ACKNOWLEDGEMENT
We would like to acknowledge with gratitude, the support and
cooperation extended by Shareholders, Vendors, Media, Registrar and Share Transfer Agent,
and Banks and look forward to their continued support. We appreciate continued
co-operation received from various regulatory authorities including Department of
Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank
of India, Securities and Exchange Board of India, Stock Exchanges, Depositories, Central
Government and respective State Governments. We also recognize and appreciate the sincere
hard work, loyalty and efforts of the employees and look forward to their continued
support.
|
For and on behalf of the Board, |
|
Dr. Rahul Mirchandani |
Place: Mumbai |
Chairman & Managing Director |
Date: 10th August, 2023 |
DIN-00239057 |