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Aarti Drugs Ltd.
Market Cap. (Rs.) 1359.15 Cr. P/BV 2.98 Book Value (Rs.) 193.12
52 Week High/Low (Rs.) 785/491 FV/ML 10/1 P/E(X) 16.51
Bookclosure 10/08/2018 EPS (Rs.) 34.90 Div Yield (%) 0.17
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

Boards' Report

TO THE MEMBERS OF AARTI DRUGS LIMITED

The Directors have pleasure in presenting the 33rd (Thirty Third) Annual Report on the business and operations of the Company together with the Audited Financial Statements along with the Report of the Auditors for the year ended 31st March, 2018.

COMPANY’S FINANCIAL RESULTS

(Rs, in Lakhs)

Particulars

Standalone

Consolidated

2017-2018

2016-2017

2017-2018

2016-2017

Revenue from Operations

1,15,966

1,18,594

1,26,257

1,28,808

Other Operating Income

117

353

105

400

Total Income from Operations

1,16,083

1,18,947

1,26,362

1,29,208

Total Expenditure

97,781

1,01,051

1,06,409

1,10,119

Profit Before Depreciation, Amortization, Interest and Tax Expenses

18,302

17,896

19,953

19,090

Less: Interest

3,301

3,448

3,496

3,642

Depreciation & Amortization

3,780

3,669

4,006

3,846

Profit/(Loss) before other income

11,221

10,778

12,450

11,601

Other Income

Profit/(Loss) Before Tax

11,221

10,778

12,450

11,601

Less: Provision for taxation - Current

3,015

2,753

3,280

2,913

- Earlier Year

-

-203

-

-203

- Deferred

865

680

940

711

Profit After Tax

7,341

7,548

8,231

8,180

Add: Surplus brought forward

32,882

25,334

33,771

25,589

Balance carried to Balance Sheet

39,936

32,882

41,734

33,771

Note : Post the applicability of GST with effect from 1st July, 2017, Sales are disclosed net of GST. Accordingly, the Gross Sales figures for the year ended 31stMarch, 2018 are not comparable with the sales figures depicted for the previous years.

SHARE CAPITAL

During the Financial Year 2017-18, the Company has bought back 2,75,000 (Two Lacs Seventy Five Thousand) fully paid -up Equity shares of face value of Rs, 10/- (Rupees Ten only) each representing 1.15% of the total no. of Equity shares at a price of Rs, 875/- (Rupees Eight Hundred and Seventy Five only) per Equity share (including premium of Rs, 865/- per Equity share) payable in cash for an aggregate amount of Rs, 24,06,25,000/-(Rupees Twenty Four Crores Six Lacs and Twenty Five Thousand only), on a proportionate basis through the tender offer using stock exchange mechanism in accordance with the provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Buyback of Securities) Regulations, 1998. Post Buy-back of shares, the paid-up Equity Share Capital of the Company was Rs, 23,58,21,000/-(Rupees Twenty Three Crores Fifty Eight Lacs Twenty One Thousand only).

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 of the Company to the employees or Directors of the Company.

Your Directors do not propose to transfer any amount to reserves for the Financial Year ended 31st March, 2018.

DIVIDEND

Your Directors recommends a Final Dividend of Rs, 1/- (Rupee One only) per Equity share [10% of face value of Rs, 10/- each] aggregating to Rs, 2,35,82,100/-.

The Final Dividend, subject to approval of members at the ensuing Annual General Meeting (AGM), will be paid within the statutory period, to those members whose name appears in the Register of Members as on the date of Record Date i.e. Friday, 3rd August, 2018.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI LODR Regulations”), top five hundred listed entities based on the market capitalization are required to formulate Dividend Distribution Policy. However, the Company has voluntarily formulated its Dividend Distribution Policy and the details of which are available on the Company’s website viz. www.aartidrugs.co.in.

OPERATIONS REVIEW

During the year under review, Net Sales of the Company is Rs, 1,140.46 Crores (Previous Year: Rs, 1,088.72 Crores) registering a growth of 4.75 %.

The Company has achieved Export Sales of Rs, 429.28 Crores as against Rs, 422.95 Crores for the last year, registering a growth of 1.50 %.

EBITDA has been Rs, 183.02 Crores (Previous Year: Rs, 178.95 Crores), registering a growth of 2.27 %. PAT has been Rs, 73.41 Crores (Previous Year Rs, 75.48 Crores), registering a decline of 2.74 %.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company’s internal control systems commensurate with the nature and size of its business operations. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently.

The Audit Committee and M/s. Raman S. Shah & Associates, Chartered Accountants, Independent Internal Auditors, regularly review internal financial controls, operating systems and procedures for efficiency and effectiveness. The Internal Auditor’s Reports are regularly reviewed by the Audit Committee and provides decisive guidance.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required u/s. 134(5) read with 134(3)(c) of the Act, your Directors hereby state that-

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and of the profit of the Company for that period;

c) the Directors have 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) the Directors had prepared 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 and

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Composition

The composition of the Board is in conformity with Section 149 of the Act and Regulation 17 of the SEBI LODR Regulations. The Board continues to comprise of 12 (Twelve) Directors out of which 5 (Five) are Executive Directors, 1 (One) Non - Executive Director and 6 (Six) Non-Executive Independent Directors. The Chairman of the Board is an Executive Director.

Shri Prakash M. Patil, Chairman, Managing Director & Chief Executive Officer (CEO), Shri Rashesh C. Gogri, Managing Director, Shri Harshit M. Savla, Jt. Managing Director, Shri Harit P. Shah, Whole-time Director, Shri Uday M. Patil, Whole-time Director, Shri Adhish P. Patil, Chief Financial Officer (CFO) and Shri Vibhav S. Ranade, Company Secretary & Compliance Officer of the Company are the KMP of the Company as on the date of this report.

At the 32nd AGM of the Company held on 18th August, 2017, members approved re-appointment of Shri Prakash M. Patil as Managing Director, Shri Rashesh C. Gogri as Managing Director, Shri Harshit M. Savla as Jt. Managing Director and Shri Harit P. Shah as Whole-time Director for a further term of 5 (five) years respectively.

Except as stated above, there is no change in the composition of the Board of Directors and KMP during the year under review.

The Board has highly qualified members and having varied experience in their respective fields.

Retirement by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Uday M. Patil (DIN: 01186406), Whole-time Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment as Director. The Board recommends his re-appointment for the consideration of the Members. Brief profile of Shri Uday M. Patil has been given in the Notice convening 33rd AGM.

Independent Directors

The Independent Directors of the Company hold office for a fixed term up to 31st March, 2019 and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(b) of SEBI LODR Regulations. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company viz. http://www.aartidrugs.co.in/ images/stories/shareholder/Terms%20&%20Conditions%20

of%20Appointment%20of%20Independent%20Directors.pdf.

Number of Meetings of the Board

During the year under review, the Board of Directors met 5 (Five) times. The agenda of the meeting is circulated to the members of the Board in advance along with necessary documents, reports, recommendations etc. so that each Board member can actively participate on agenda items during the meeting. The details of Board and Committee Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and SEBI LODR Regulations.

BOARD EVALUATION

During the year under review, the Board evaluated its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. Separate exercise was carried out to evaluate the performance of Non Independent Directors including the Board Chairman who were evaluated on parameters such as Key achievements, short term and long term targets, challenges faced, Implementation of Strategic decisions, organizational success, participation and attendance in Board and Committee Meetings etc.

During the year under review, the Independent Directors met on 9th March, 2018 to discuss inter alia the following:

a. Evaluation of Performance of Non-Independent Directors and the Board of Directors as a Whole;

b. Evaluation of Performance of the Chairman of the Company taking into account the views of Executive Directors & Non Executive Directors and

c. Evaluation of the quality, content and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board to effectively & reasonably perform their duties.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

Independent Directors were evaluated on the parameters such as attendance and participations in the meetings, timely inputs on the minutes of the meetings, adherence to ethical standards & code of conduct of the Company, disclosure of Non Independence, as and when exists and disclosure of interest, interpersonal relations with other Directors and Management, understanding of the Company and the external environment in which it operates, contribution to strategic direction, safeguarding interest of whistle-blowers under vigil mechanism and safeguard of confidential information.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. A detailed disclosure on the manner of the Board evaluation undertaken by the Board has been provided in the Corporate Governance Report, which forms part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Chairman and Managing Director have one to one discussion with all the Directors to familiarize them with the Company’s operations and nature of industry in which Company operates. Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and on-going events relating to the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. http://www.aartidrugs.co.in/images/stories/details%20of%20 familiarization%20programmes.pdf.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF ACT

Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2018.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as at 31st March, 2018 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The transactions entered with related parties are approved by the Audit Committee, to ensure that the same are in line with the provisions of the Act and the Related Party Transaction Policy. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and statement specifying the nature, value and terms & conditions of all related party transactions are placed before the Audit Committee for its review on a quarterly basis. The statement is supported by a certification from the Jt. Managing Director and the CFO. The details of related party transactions are provided in the accompanying financial statements.

In conformity with the requirements of the Act read with SEBI LODR Regulations, the Policy on Related Party Transactions as approved by the Board is available on the Company’s website and can be accessed through www.aartidrugs.co.in.

All transactions entered into with related parties during the year under review were in the ordinary course of business and on arm’s length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company.

EXTRACT OF ANNUAL RETURN

As required by Section 92(3) of the Act and rules framed there under, the extract of the Annual Return in Form MGT-9 is enclosed as “Annexure-A”.

SUBSIDIARY

The Company has one subsidiary, namely, Pinnacle Life Science Private Limited (PLSPL). The Company has attached along with its financial statements, a separate statement containing the salient features of the financial statements of the said subsidiary in “Form AOC-1” which is annexed as “Annexure - B”.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under the provisions of the SEBI LODR Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statement together with Auditors’ Report forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Boards’ Report.

BUSINESS RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of business risk. Business risk, inter-alia, further includes fluctuations in foreign exchange, Raw Material Procurement risk, Environmental & Safety Risk, Working Capital Risk, Market Risk and Business Operations Risk. The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanism of such risks.

The Board of Directors and senior management team currently assess the operations and operating environment to identify potential risks and take necessary mitigation actions.

DISCLOSURES RELATED TO COMMITTEES & POLICIES 1. Audit Committee

The Audit Committee is constituted in conformity with the provisions of Section 177 of the Act and Regulation 18 of the SEBI LODR Regulations. The details regarding the composition, terms of reference, meetings and attendance of members of Audit Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

2. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Act and Regulation 19 of SEBI LODR Regulations.

The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors. In terms of provisions of Section 178 of the Act, the Nomination and Remuneration Committee considers and recommends the Board on appointment and remuneration of Directors and KMPs.

The details regarding composition, term of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

The policy of the Company on remuneration of Directors, KMPs, and other employees including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under sub section (3) of Section 178 of the Act is annexed to the Boards’ Report as “Annexure - C”.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178 of the Act and Regulation 20 of SEBI LODR Regulations.

The details regarding composition, term of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report, which forms part of this Annual Report.

4. Corporate Social Responsibility Committee (CSR)

As per the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a CSR Committee and the Board of Directors of the Company has approved CSR Policy based on the recommendations of the CSR Committee.

The CSR Policy is available on the Company’s website and can be accessed through http://www.aartidrugs.co.in/ CSR%20policy.pdf.

Your Company actively contributes to the following segments -

i) Education & Skill Development

Your Company through Aarti Foundation and Various other NGO’S has been doing work in this segment. In this year, the Company has provided funds for construction of schools located at Sarigam, Gujarat. The Company has also actively contributed towards Education Welfare during the Year under review.

ii) Health

Your Company has provided funds for Medical Treatment to Government School Students located at Palghar, Maharashtra. During the Year under review, the Company has contributed towards Medical Welfare in the State of Maharashtra.

iii) Environment

Your Company has entered into an agreement with the Governor, Government of Maharashtra, Through Deputy Conservator of Forest, Dahanu Forest Division, Dahanu through local NGO M/S. Sudha Pratishthan, Masvan, Palghar to participate and assist Government in implementing A forestation programme in the degraded forest land of Dahanu Forest Division spread over 100 Hectares Government Land over a period of

7 years. During the year under review, the Company has contributed towards Green Environment project in Ratnagiri District of Maharashtra.

iv) Social Welfare

During the year under review, your Company has actively contributed for issues pertaining to Social Welfare in the District Palghar, Maharashtra.

In addition to above, your Company participates into a spectrum of CSR activities evolving around the general up-liftmen of the economically backward class of people. Your Company also makes active contribution to various local NGOs to assist in the relief measures in the affected areas.

During the year under review, the Company has spent Rs, 199.83 Lakhs on CSR activities.

The Annual Report on CSR activities is annexed as “Annexure - D” and forms an integral part of the Report.

5. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement. The details of the said policy is explained in the Corporate Governance Report and also posted on the website of the Company viz. http://www.aartidrugs.co.in/WHISTLE-BLOWER-POLICY.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

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

CORPORATE GOVERNANCE

As per SEBI LODR Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance, which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations, the Management Discussion and Analysis Report for the year under review is presented in a separate section, which forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act and rules framed there under is enclosed herewith as “Annexure - E”.

AUDITORS -a) Statutory Auditor

At the 32nd AGM held on 18th August, 2017, M/s. GBCA & Associates, Chartered Accountants (Firm Regn. No. 103142W) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 33rd AGM. Hence, M/s. GBCA & Associates will retire as Company’s Auditors at the conclusion of the ensuing 33rd AGM.

As proposed by the Audit Committee, the Board of Directors of the Company has recommended appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W/W100057) as the new Statutory Auditors of the Company to hold office as such from the conclusion of 33rd AGM to the conclusion of 34th AGM in terms of provisions of Section 139(2) of the Act.

M/s. Kirtane & Pandit LLP have informed the Company that their appointment, if made, would be within the limits prescribed under Section 141 of the Act. M/s. Kirtane & Pandit LLP have confirmed that they have subjected themselves to the peer review process of the ICAI and hold valid certificates issued by the Peer Review Board of ICAI. M/s. Kirtane & Pandit LLP have also furnished a declaration in terms of Section 141 of the Act that they are eligible to be appointed as auditors and they have not incurred any disqualification under the Act.

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors in their Auditors’ Report. Further, there are no frauds, details of which as required to be reported under Section 143(12) of the Act.

b) Cost Auditor

M/s. GMVP & Associates LLP were appointed as Cost Auditor by the Company under Section 148 of the Act. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2017 was 27th September, 2017 and the Cost Audit Report was filed by the Cost Auditor on 26th October, 2017. The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2018 is 27th September, 2018.

On the recommendation of the Audit Committee, the Board of Directors in its meeting held on 16th May, 2018 has reappointed M/s. GMVP & Associates LLP, Cost Accountants as Cost Auditors of the Company for the Financial Year 2018 - 19. The Company is seeking the ratification of the remuneration to be paid to M/s. GMVP & Associates LLP, Cost Auditors of the Company in respect of Cost Audit for the financial year ended 31st March, 2019 as mentioned in the Notice convening 33rd AGM.

c) Secretarial Auditor

Pursuant to provisions of Section 204(1) of the Act, the Secretarial Audit Report for the financial year ended 31st March, 2018 issued by M/s. Sunil M. Dedhia & Co., Practicing Company Secretaries and the Secretarial Auditor of the Company is annexed as “Annexure - F”. In connection with the observation in the said report, it is clarified that non - submission of Form SH-11 in respect of return of Buyback of Securities and transfer of shares in respect of which dividend was unpaid or unclaimed for the seven years to demat account opened by Investor Education and Protection Fund Authorities was delayed due to technical difficulties encountered on Ministry of Corporate Affairs portal and with Registrar & Shares Transfer Agents respectively. Necessary steps are being taken to file / transfer the same.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as “Annexure - G”. However, as per the provisions of the section 136(1) of the Act, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

HUMAN RESOURCES, ENVIRONMENT & SAFETY

Your Company recognizes its human resources as one of its prime resources. The relations between the Management and the Staff Members remained very cordial throughout the year under review. As on 31st March, 2018, the Company had 1,145 permanent employees at its manufacturing plants and administrative office.

The Company has constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of women at work places. Your Directors further states that during the year under review, there were no cases filed pursuant to the above Act.

GREEN INITIATIVE

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

APPRECIATION

We place on record our sincere Green appreciation to the employees of the Company at all levels for their co-operation and dedicated services. We also thank all our customers and suppliers who are always co-operative.

We also express our sincere thanks to Bankers, Customers, Financial Institutions, Shareholders and other stakeholders for their continued support.

For and on behalf of the Board of Directors of Aarti Drugs Limited

Sd/-

Prakash M. Patil

Place: Mumbai Chairman, Managing Director & CEO

Date: 16th May, 2018 DIN: 00005618

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