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Arvind Ltd.

BSE: 500101 Sector: Industrials
NSE: ARVIND ISIN Code: INE034A01011
BSE 00:00 | 24 Apr 2020 Arvind Ltd
NSE 05:30 | 01 Jan 1970 Arvind Ltd

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OPEN 25.60
PREVIOUS CLOSE 25.60
VOLUME 2629169
52-Week high 89.05
52-Week low 19.00
P/E 2.64
Mkt Cap.(Rs cr) 621
Buy Price 24.00
Buy Qty 30.00
Sell Price 24.00
Sell Qty 5000.00
OPEN 25.60
CLOSE 25.60
VOLUME 2629169
52-Week high 89.05
52-Week low 19.00
P/E 2.64
Mkt Cap.(Rs cr) 621
Buy Price 24.00
Buy Qty 30.00
Sell Price 24.00
Sell Qty 5000.00

Arvind Ltd. (ARVIND) - Director Report


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Company director report

To the Members

Your Directors are pleased to present the Annual Report along with theAudited Financial 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:

र 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 itended at a global GDP growth of 3.7% as against an opening of the year outlook which waswidely anticipated at 4%+. US continued to be the prime driver of the economic growththough the on-off trade war between the US and China is kept threatening the sentiment.Europe continued to deal with the protracted Brexit negotiations and continuing stress inthe other parts of the system. China grew at 6.6% in 2018 which was its lowestperformance in last 28 years partly driven by its intent to manage debt and partly theimpact of its trade tensions with the US.

Indian economy delivered a strong 7.2% during 2018-19. Whilesignificant focus has been on the elections the country saw several milestones on theeconomic front as well. Exports crossed $330 billion and GST collections started toclearly cross र 1 lakh crore each month.

Fashion and apparel has been one of the leading drivers of overallconsumption growth in India. Value fashion and private labels drove the expansion offormalized segments in high double digits. Fashion also continues to contribute relativelylarger portion of growth in the ecommerce segment. This trend clearly indicates revival involumes (post GST and Demonetization related disruptions from the previous years) howeverat a significantly low price realization given the market shifts towards value productsand discounted merchandise.

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

A more detailed analysis and commentary is available in the ManagementDiscussion and Analysis section of this report.

3. DIVIDEND

Your Directors have recommended a dividend of 20% i.e. र 2 per equityshare of र 10 each for the year ended on 31st March 2019. The dividend if approved bythe members would involve a cash outflow of र 62.36 crores (inclusive of tax ondividend).

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

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

4. TRANSFER TO RESERVES

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

5. SCHEME OF ARRANGEMENT

The Composite Scheme of Arrangement amongst Arvind Limited("Arvind") and Arvind Fashions Limited ("Arvind Fashions") andAnveshan Heavy Engineering Limited ("Anveshan") and The Anup Engineering Limited("Anup") and their respective shareholders and creditors under Sections 230 -232 read with Section 66 and other applicable provisions of the Companies Act 2013 hasbeen sanctioned by the National Company Law Tribunal Bench at Ahmedabad (NCLT) vide itsorder dated 26th October 2018.

The Appointed Date for transfer of Branded Apparel Undertaking fromArvind to Arvind Fashions was the effective date i.e. 30th November 2018 and the AppointedDate for transfer of Engineering Undertaking from Arvind to Anveshan and for amalgamationof Anup with Anveshan was 1st January 2018.

6. SHARE CAPITAL

During the year under review the authorized equity share capital ofthe Company has been decreased from र 774.50 crores to र 674.50 crores on account of theComposite Scheme of Arrangement amongst Arvind Limited ("Arvind") and ArvindFashions Limited ("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 र 674.50 croresdivided into 57.45 crores equity shares of र 10 each and 1 crore preference shares of '100 each.

During the year under review the paid up Equity Share Capital of theCompany stood at र 258.62 crores consisting of 258617069 equity shares of र 10/- each.

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

7. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The Company has instituted the Employees Stock Option Scheme (ESOS) togrant equity based incentives to certain eligible employees and directors of the Companyand its subsidiary companies. During the year under review the Company has not grantedany stock options. Disclosures in compliance with Section 62 of the Companies Act 2013and Rule 12 of Companies (Share Capital and Debentures) Rules 2014 and the Securities andExchange Board 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 CompaniesAct 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 inrespect of voting rights not exercised directly by the employees of the Company as theprovisions of the said section are not applicable.

9. FINANCE

The Company has repaid the installments of Term Loans amounting to '369 crores during the current year. The Company has also made fresh long term borrowingsof र 586 crores ( र 225 crores from subsidiaries) for funding capital expenditure and otherrequirements. Long Term Debt of the Company stands to र 1115 crores ( र 119 crores loanfrom subsidiaries) as on 31st March 2019.

10. FIXED DEPOSITS

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

11. NON-CONVERTIBLE DEBENTURES

As on 31st March 2019

• 8% - 1000 Unsecured Redeemable Listed Taxable NonConvertibleDebentures of the face value of र 1000000 each for cash at par aggregating र 100crores;

• 7.79% - 1000 Unsecured Listed Rated Redeemable NonConvertibleDebentures of the face value of र 1000000 each for cash at par aggregating र 100crores in series - 01 and 02 of र 50 crores each were outstanding issued on privateplacement basis and listed on 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 theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

13. CONSOLIDATED FINANCIAL STATEMENTS

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

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Arvind Ltd. has a long tradition of contributing to the growth anddevelopment of the society. Our pioneers held the belief that a healthy business growsonly in a healthy society and that business must serve and empower the community in thearea where it operates. Our ethos translated into the setting up of multiple institutionsin the realm of educational social and cultural domains in improving the lives of thepeople.

The responsibility of undertaking development initiatives has beenjointly shared by Strategic Help Alliance for Relief to Distressed Areas (SHARDA) Trust(broadly focussing in urban areas) and Narottam Lalbhai Rural Development Fund (NLRDF)(broadly focussing in rural areas). More recently Arvind Foundation (AF) - a section 8company was set up to undertake CSR initiatives on its own and support like-mindedindividuals and institutions in carrying forward its mandate. Arvind Foundation has beendriving our CSR initiatives focussing on but not restricted to Education HealthSanitation Rural Transformation Art Culture & Heritage Women Empowerment and InnerWellbeing.

We believe in creating synergies through partnerships with like- mindedindividuals and organisations and work with multiple stakeholders in achieving developmentgoals together.

Our development initiatives:

Gyanda is Arvind's flagship program in the realm of supplementaryeducation. It provides educational financial motivational and long term handholdingsupport to help students from economically weaker sections of the society (with focus onthose enrolled in Municipal Schools) to complete their education till class 12 andfurther. Today around 1100 students from various schools are a part of Gyanda and ourgoal is to make them the last generation in poverty.

Four Arvind Medical Centres provide primary medical and dental care topeople specially 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 yearwith the aim of working in a cluster of 15 villages around our plant location Santej. Ithas started work in 6 villages. It's a new initiative with long term vision of impactingpositively the quality of life of people through social economic infrastructuralenvironmental and inner wellbeing initiatives to achieve sustainable and holisticdevelopment of the village ecosystem. Project Asmita has been working towards making Indiaopen defecation free. This year we have brought 33% more families under sanitationecosystem compared to the previous year where around 600 families became a part of thisprogram. This year the focus is on conducting awareness generation programs to promote theusage and treatment of these toilets.

We have also been promoting Inner Wellbeing through meditation programsamong masses with focus in rural areas. The participants learn the techniques ofmeditation and understand its benefits thereby getting encouraged to make it a part oftheir daily routine.

Skill development program for tribal girls (CSR in spirit) encompassestraining girls in Apparel Manufacturing and providing them employment in our ownmanufacturing unit. This program not only gives skills and employment to the girls butalso provides opportunity to upgrade their qualification and life skills for a better lifeahead.

Promoting National Heritage Art and Culture has been a CSR focus areafor the Company. This focus has guided us to support a projects of Promotion of Indologyand a project of Working with Artisans.

NLRDF has been undertaking development initiatives in 3 districts ofGujarat reaching out to around 35000 rural and underserved people. The objective is toimprove the delivery mechanism of government programs by becoming a link betweengovernment and the rural populace. It also undertakes need based sustainable developmentprograms in the region.

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

15. HUMAN RESOURCES

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

A well - defined competency framework outlines the leadership behaviorsexpected from employees to be successful in Arvind. The Company also uses variouscommunication channels to seek employees' feedback about the overall working environmentand the necessary tools and resources they need to perform at their best potential. Wework in a dynamic environment where as socio-economic milieu continues to change ourworkforce must evolve. Hence we've been focusing on leveraging digitalization thatencourages innovation collaboration and partnership at all levels.

As part of our wider commitment to digitalization we relooked at ourLearning & Development methodology and introduced various e-learning courses onmanagerial & functional competencies. The objective was to ensure that our employeeshave a more engaging experience when it comes to accessing learning. Diverse employeeengagement initiatives are launched to ensure employees of various age and backgroundcontinue to be effective in their roles and build meaningful career at Arvind.

The Group's Corporate Human Resources plays a critical role inCompany's talent management process.

16. RISK MANAGEMENT

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

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

The Company has identified 16 Risks - 4 Strategic Risks 10

Operational Risks & 2 Regulatory Risks. Key Strategic Risks includegeographical concentration of its manufacturing capacity reputational risk changingcustomer preference from cotton to blends & business continuity planning. KeyOperating Risks include fluctuation in cotton prices labour unrest increased global andlocal competition customers' credit risk fire & safety related accidentsconcentration of business with certain customers IT system breakdown & fluctuation onforeign exchange rates. Regulatory Risks include changes in bilateral/multilateral tradeagreements and international trade disputes and regulatory compliances.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has an Internal Audit Department withadequate experience and expertise in internal controls operating system and procedures.In discharging their role and responsibilities the department also engages external auditfirms wherever deemed necessary.

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

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

http://arvind.com/5ite5/default/files/fieldpolicy file/Whistle%2QBlower%2QPolicv n.pdf .

19. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

1. Adient Arvind Automotive Fabrics India Private Limited (JointVenture)

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 bethe subsidiaries of the Company:

1. The Anup Engineering Limited (transfer of Engineering Undertakingfrom Arvind Limited)

2. Arvind Fashions Limited (transfer of Branded Apparel Undertakingfrom Arvind Limited)

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

4. Arvind Beauty Brands Retail Private Limited (being subsidiary ofArvind Fashions Limited)

5. Calvin Klein Arvind Fashion Private Limited (being subsidiary ofArvind Fashions Limited)

6. Tommy Hilfiger Arvind Fashion Private Limited (being subsidiary ofArvind Fashions Limited)

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

The Company has framed a policy for determining material subsidiarieswhich has been uploaded 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 areIndependent 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 DIN 05125502) shall retire by rotation at the ensuing Annual General Meeting andbeing eligible 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 DIN 00046322) shall be re-appointed for a second term of five years as anIndependent Director of the Company and Mr. Arpit Patel (holding DIN 00059914) shall beappointed for a term of five years as an Independent Director of the Company subject toapproval of members in ensuing Annual General Meeting.

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

As per the provisions of Section 203 of the Companies Act 2013 Mr.Sanjay Lalbhai-Chairman and Managing Director Mr. Jayesh Shah-Whole time Director andChief Financial Officer and Mr. R.V. Bhimani-Company Secretary are the key managerialpersonnel of the Company.

21. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an annual evaluation of its own performance as well as that ofits Committees and Individual Directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

22. APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel and Senior Management and their remuneration. The same is available on thewebsite of the Company at www.arvind.com.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarizationprogramme for 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 websiteat

http://arvind.com/5ite5/default/file5/field-policy-file/Familiari5ationProgram5ofID5.pdf.

24. DECLARATION OF INDEPENDENCE

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

25. BOARD AND COMMITTEE MEETINGS

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

During the year under review 4 meetings of the Board were held. Thedetails of the Board and Committee meetings are provided in the Corporate GovernanceReport forming part of this Report.

26. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in preparation of the annual accounts for the financial year endedMarch 31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c. they have taken proper and sufficient care towards the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e. they have laid down internal financial controls which are adequateand are operating effectively;

f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

27. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basisin the ordinary course of business and are in compliance with the applicable provisions ofthe Companies Act 2013 and the SEBI (LODR) Regulations. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel etc. which may have potential conflict with the interest of theCompany at large or which warrants the approval of the shareholders. Accordingly notransactions are being reported in Form AOC-2 in terms of Section 134 of the Act read withRule 8 of the Companies (Accounts) Rules 2014. However the details of the transactionswith Related Parties are provided in the Company's financial statements in accordance withthe Accounting Standards.

All Related Party Transactions are presented to the Audit Committee andthe Board. Omnibus approval is obtained for the transactions which are foreseen andrepetitive in nature. A statement of all related party transactions is presented beforethe Audit Committee on a quarterly basis specifying the nature value and terms andconditions of the transactions.

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

http://arvind.com/sites/default/Files/field-policy-file/RelatedPartyTransactionsPolicy.pdf.

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

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

29. AUDITORS

A. Statutory Auditors

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

B. Cost Auditors

Kiran J. Mehta & Co. Cost Accountants Ahmedabad (FirmRegistration No. 000025) carried out the cost audit for applicable business during theyear. The Board of Directors has appointed them as Cost Auditors for the financial year2019-20. The remuneration payable to the Cost Auditors is required to be placed before theMembers in a general meeting for their ratification. Accordingly a Resolution seekingMembers' ratification for the remuneration payable to Kiran J. Mehta & Co. CostAuditors is included at item No. 8 of the notice convening the Annual General Meeting.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Hitesh Buch & Associates a firm of Company Secretaries inpractice to conduct the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31st March2019 pursuant to Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Regulation 24Aof the SEBI (LODR) Regulations 2015 is annexed herewith as "Annexure - C". TheSecretarial Audit Report does not contain any qualifications reservation or adverseremarks.

30. ENHANCING SHAREHOLDERS' VALUE

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

31. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION &ANALYSIS

The Corporate Governance Report and Management Discussion &Analysis which form part of this Report together with the Certificate from the auditorsof the Company regarding compliance of conditions of Corporate Governance as stipulated inSchedule V of Regulation 34(3) of the SEBI (LODR) Regulations 2015.

32. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31st March 2019as stipulated under Regulation 34 of the SEBI (LODR) Regulations 2015 is annexed whichforms part of this Annual Report.

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

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

34. EXTRACT OF THE ANNUAL RETURN

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

35. PARTICULARS OF EMPLOYEES

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

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

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

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

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

During the financial year 2018-19 the Company has received 0 (zero)complaint on sexual harassment.

37. ACKNOWLEDGEMENTS

The Board expresses its sincere thanks to all the employees customerssuppliers investors lenders regulatory and government authorities and stock exchangesfor their co-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


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