aaron industries ltd share price Directors report


To,

The Members,

Your Directors are pleased to present the 10th Annual Report of your Company together with the Audited Financial Statements for the year ended on March 31, 2023.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

The financial performance of the Company for the financial year ended March 31, 2023, is summarized below:

(Rs. in Lakhs)

Particulars 2022-23 2021-22
Revenue from Operations 5584.97 3774.12
Other Income 6.33 3.60
Total Income 5591.30 3777.73
Profit/(Loss) Before Tax & Exceptional/Extraordinary Items 743.46 486.08
Less: Exceptional/Extraordinary items 0.00 0.00
Profit/(Loss) Before Tax 743.46 486.08
Less: Tax Expense:
- Current Tax 175.79 97.43
- Deferred Tax Charge/ (Credit) 26.88 17.73
Net Profit/(Loss) After Tax 540.44 370.92
Other Comprehensive Income (1.11) 0.68
Total Comprehensive Income 539.33 371.60

During the Financial Year 2022-23, the Company has achieved the highest ever Operating Income of Rs.5584.97 Lakhs as compared to Rs.3774.12 Lakhs in Financial Year 2021-22. The Profit before tax for the Financial Year 2022-23 stood at Rs.743.46 Lakhs as compared to Rs.486.08 Lakhs achieved in Financial Year 2021-22. The Profit after tax stood at Rs.540.44 Lakhs for Financial Year 2022-23 as compared to Rs.370.92 Lakhs for the Previous Year.

2. DIVIDEND:

For the Financial Year 2021-22, the Company has declared a Final Dividend of Rs.0.80/- (Eighty Paisa Only) per Equity Shares of Rs.10/- each with total outlay of Rs.80.35 Lakhs.

The Board of Directors at their Meeting held on May 15, 2023, has recommended the payment of Rs.1/- (One Rupee Only) per Equity Share being 10% on the face value of Rs.10/- each as the Final Dividend for the Financial Year ended March 31, 2023. The payment of Dividend is subject to the approval of the Shareholders at the 10th Annual General Meeting ("AGM") of the Company.

The Dividend, if approved by the Members would involve a cash outflow of Rs.100.44 Lakhs.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the Dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

3. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), Dividends of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, no Dividend remains unpaid or unclaimed for 7 (seven) consecutive years; Hence not required to be transferred to the IEPF by the Company during the year ended March 31, 2023.

4. SHARE CAPITAL:

During the year under review, the Company has not altered/modified its Authorized Share Capital and has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2022-23 to the Stock Exchange, where its Equity Shares are listed.

The Paid-up Equity Share Capital of the Company as on March 31, 2022, was Rs.10,04,39,390 divided into 1,00,43,939 Equity Shares of Rs.10/- each fully paid up.

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2023.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

7. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a report on Corporate Governance, forms an integral part of this Annual Report is given in Annexure - 1.

8. CERTIFICATE ON CORPORATE GOVERNANCE:

A certificate received from Practicing Company Secretaries regarding the compliance of conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith in Annexure - 2.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of the CSR expenditure and Composition of Committee as provided in Section 135 of the Companies Act, 2013 are not applicable to the Company during the Financial Year 2022-23.

The applicability of CSR Committee arises after the financial year ended March 31, 2023, so the Company will make a Committee and Policy for proper compliance of the Corporate Social Responsibility.

10. MATERIAL CHANGES AND COMMITMENT - IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of signing of this report.

11. RISK MANAGEMENT POLICY:

The Company has been exempted under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from reporting risk management.

A well-defined risk management mechanism covering risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process is in place. The Board is fully aware of Risk Factors and is taking preventive measures wherever required.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides employees direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at https://aaronindustries.net/wp- content/uploads/2022/08/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

13. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy on prevention, prohibition, and redressal of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up to redress the complaints received on sexual harassment. All employees of the Company are covered under this policy.

No complaints about sexual harassment were received during the year 2022-23.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the Financial Year under review were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.

Particulars of contracts or arrangements with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 3 in Form AOC - 2 and forms part of this Report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link https://aaronindustries.net/wp- content/uploads/2022/11/Policv-on-Materiality-of-RPTs.pdf.

15. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Company has not given any loan or provided any guarantee or made any investment under the provision of Section 186 of the Companies Act, 2013.

16. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-2023.

17. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the Financial Year 2022-2023.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals during the Financial Year 2022-2023 impacting the going concern status and Companys operations in the future.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the www.aaronindustries.net.

20. DEPOSITS:

During the year under review, your Company has neither invited nor accepted any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

21. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATES COMPANIES:

As on March 31, 2023, your Company does not have any Subsidiaries, Joint Ventures, or Associates Company.

22. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the Companys nature of business.

23. DIRECTORS:

The Board of the Company comprises Six (6) Directors; one Managing Director, one Whole-Time Director, One Executive Director, and the remaining three (3) Independent Directors. As on the date of this report, the composition of the Board of the Company is as follows:

Name of Directors Category & Designation
Mr. Amar Chinubhai Doshi Executive Chairman & Managing Director
Mr. Karan Amar Doshi Executive Whole-Time Director
Mr. Monish Amarbhai Doshi Executive Director
Mr. Pradeepkumar Sanmukhlal Choksi Non-Executive Independent Director
Mr. Hetal Mehta Non-Executive Independent Director
Mrs. Shrungi Kiranbhai Desai Non-Executive Independent Director

The Shareholders of the Company had approved the re-appointment of Mr. Pradeepkumar Sanmukhlal Choksi (DIN:02709943), Mr. Hetal Mehta (DIN:03370244), and Mrs. Shrungi Kiranbhai Desai (DIN:08063562), as an Independent Director for the second term w.e.f. February 01, 2023.

In accordance with the provisions of Section 152 of the Act, 2013 and the Articles of Association of the Company, Mr. Monish Doshi (DIN:06690246), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

24. KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 2(51) and Section 203 of the Companies Act, 2013; the Key Managerial Personnel (KMP) of the Company are as follows:

Name of KMP Designation
Mr. Amar Chinubhai Doshi Managing Director
Mr. Karan Amar Doshi Whole-Time Director
Mr. Monish Amarbhai Doshi Director & CFO
Mr. Nitinkumar Maniya Company Secretary

25. INTERNAL FINANCIAL CONTROL:

The Company has a well-placed, proper, and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded, and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standards with regard to the availability and suitability of policies and procedures. During the year, no reportable material weaknesses in the design or operation were observed.

26. AUDITORS:

A. STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. P. J. Desai & Co., Chartered Accountants, (Firm Registration No. 102330W), as the Statutory Auditors of the Company, shall expired at the conclusion of 10th AGM of the Company.

On the recommendation of the Audit Committee, the Board at its Meeting held on August 05, 2023, has proposed the appointment of M/s. D C Jariwala & Co., Chartered Accountants, Surat, as the Statutory Auditors of the Company in place of retiring Auditors M/s. P.J. Desai & Co., Chartered Accountants, for a term of 5 years i.e. from the conclusion of the 10th Annual General Meeting until the conclusion of the 15th Annual General Meeting.

The Company has received a Consent and Certificate from M/s. D C Jariwala & Co., Chartered Accountant, Surat (Firm Registration No. 104063W) to the effect that the appointment, if made, would be in accordance with limits specified under the Companies Act, 2013. As required under SEBI Regulations, they have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, in terms of Section 139, 141, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, resolution has been proposed for the appointment of M/s. D C Jariwala & Co., Chartered Accountant, Surat (Firm Registration No. 104063W), as the Statutory Auditors of the Company for period of 5 years upto the conclusion of the 15th Annual General Meeting to be held in the year 2028.

M/s. P.J. Desai & Co., have issued their report on the Financial Statements for the Financial Year ended March 31, 2023, with an unmodified opinion and do not contain any qualification, observation, or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

B. INTERNAL AUDITOR:

M/s. VCAS & Co. Chartered Accountant, Surat, who is the Internal Auditor has carried out Internal Audit for the Financial Year 2022-2023. Their reports were reviewed by the Audit Committee.

C. COST AUDITOR:

During the Financial Year 2022-23, the Company has maintained and prepared the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the requirement of Cost Audit is not applicable to the Company for the Financial Year 2022-23.

D. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, Surat as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report issued in this regard is annexed as Annexure - 4.

The Auditors Report and the Secretarial Audit Report for the Financial Year ended March 31, 2023, do not contain any qualifications or reservations, or adverse remarks.

E. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year ended March 31, 2023, for all applicable compliances as per the Regulation 24A of the Listing Regulations and

Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

F. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors, and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the Rules made thereunder.

27. MEETINGS OF THE BOARD AND COMMITTEE:

During the Financial Year 2022-23, the Board of Directors met Seven (7) times, and the details of the Meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure-1).

The gap intervening between the two Meetings was within the time prescribed under the Act and LODR Regulations.

Details of attendance at Meetings of the Board, its committees, and the Annual General Meeting are included in the Report on Corporate Governance, which forms part of this Annual Report.

28. MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors was held on May 12, 2022, and January 24, 2023.

The Independent Directors at the Meeting, inter alia, reviewed the following:

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

29. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the Financial Year 2022-23.

All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Companys Code of Conduct for Directors and Employees for the Financial Year 2022-23.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank maintained with it and they meet the requirements of the proficiency self-assessment test.

30. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

31. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company through various structured orientation programs. The familiarization program also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to make well-informed and timely decisions.

The details of the Familiarization program undertaken have been uploaded on the Companys website at www.aaronindustries.net.

32. PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, the performance of the Directors, and the working of its committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for the performance evaluation process of the Board, its Committees and Directors.

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 processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The performance assessment of Non-Independent Directors, the Board as a whole, and the Chairman were evaluated at Separate Meetings of Independent Directors. The same was also discussed in the Meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

33. DIRECTORS APPOINTMENT AND REMUNERATION POLICY:

Pursuant to the provision of Section 178(3) of the Companies Act, 2013, the Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a Policy for the selection, appointment, cessation, remuneration, and evaluation of Directors, Key Managerial Personnel and senior management personnel including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://aaronindustries.net/wp-content/uploads/2022/08/Nomination-

Remuneration-Policy.pdf.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The details as required under 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 - 5 of this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 10th Annual General Meeting.

During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or WholeTime Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of the Company.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - 6 and forms part of this Report.

36. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in Section 134(3)(c) of the Companies Act, 2013, shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

37. SECRETARIAL STANDARDS:

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

38. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted revised "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons" ("the Code"). The Code is applicable to all Designated persons, Immediate Relatives of Designated Persons, Connected Persons, Promoters and Promoter Group of the Company, who have access to Unpublished Price Sensitive Information relating to the Company.

The Company has also formulated a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)" in compliance with the PIT Regulations.

The aforesaid Codes are posted on the Companys website and can be accessed by using the web link at https://aaronindustries.net/wp-content/uploads/2023/03/Code-of-Conduct-to-Regulate- Monitor-and-Report-Trading-by-DP.pdf and https://aaronindustries.net/wp-content/uploads/2022/11/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-UPSI.pdf.

39. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

40. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015; the CFO has certified to the Board of Directors of the Company with regard to the Financial Statements and other matters specified in the said Regulation for the Financial Year 2022-23. The certificate received from CFO is attached herewith as per Annexure - 7.

41. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT:

The Board of Directors has formulated and adopted the Code of Conduct for all Board Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

In this regard certificate from Managing Directors, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board, and the same is attached herewith as per Annexure - 8.

Code of Conduct for Board of Directors and Senior Management Personnel is available on the website of the Company at the web link https://aaronindustries.net/wp-content/uploads/2022/08/Code-of-Conduct-for-Board-Members-and-Senior-Management-Personnel.pdf.

42. INSURANCE:

Your Company has taken the required insurance coverage for its assets against possible risks like fire, flood, burglary, etc.

43. GREEN INITIATIVES:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 10th Annual General Meeting of the Company including the Annual Report for the Financial Year 2022-23 is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

44. CAUTIONARY STATEMENT:

The Annual Report including those which relate to the Directors Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward-looking statement. Some of the factors that could affect the Companys performance could be the demand and supply for the Companys products and services, changes in Government regulations, tax laws, forex volatility, etc.

45. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders and bankers for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.

For and on behalf of the Board
Sd/-
Amar Doshi
Date: August 05, 2023 Chairman & Managing Director
Place: Surat DIN:00856635