AIA Engineering Ltd Directors Report.

The Members, aIa engineering Limited

Ahmedabad

Your Directors take pleasure in submitting the 30th Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March 2020.

1. Financial highlights

(Rs in Lakhs)

particulars Standalone Consolidated
Year ended 31 March 2020 Year ended 31 March 2019 Year ended 31 March 2020 Year ended 31 March 2019
Revenue from Operations (net) 2,49,806.44 2,73,716.71 289,131.75 2,96,908.20
Other Operating Income 8,956.00 10,041.79 8,956.00 10,041.79
total revenue from operations (net) 2,58,762.44 2,83,758.50 298,087.75 3,06,949.99
other Income 48,548.45 11,621.58 14,191.00 12,092.44
total Income 3,07,310.89 2,95,380.08 312,278.75 3,19,042.43
Profit before Finance Cost, Depreciation & Amortization and Tax Expenses 1,05,812.16 68,680.05 82,219.10 78,079.29
Finance Cost 519.89 719.05 558.75 754.71
Depreciation & Amortization 9,551.24 7,769.59 9,787.92 7,884.57
Profit Before Tax 95,741.03 60,191.41 71,872.43 69,440.01
(i) Provision for Taxation (Current) 14,250.45 16,963.31 14,294.75 17,116.40
(ii) Deferred Tax (1,762.39) 1,745.93 (1,454.33) 1,179.84
Total Tax (i+ii) 12,488.06 18,709.24 12,840.42 18,296.24
Profit after Tax 83,252.97 41,482.17 59,032.01 51,143.77
Non Controlling Interest - - (3.79) 60.72
Net Profit after Non Controlling Interest 83,252.97 41,482.17 59,035.80 51,083.05
Other Comprehensive Income / (Loss) (Net of Minority Interest) 262.61 95.16 (390.20) (654.21)
Total Comprehensive Income 83,515.58 41,577.33 58,645.60 50,428.84

Standalone operating results:

During the year under review, the Revenue from Operations of the Company is Rs 2,58,762.44 Lakhs as compared to Rs 2,83,758.50 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is Rs 1,93,303.97 Lakhs as against the Export Turnover of Rs 2,07,549.52 Lakhs in the previous Financial Year.

During the year under review, Company has earned a Profit Before Tax (PBT) ofRs 95,741.03 Lakhs and Profit After Tax (PAT) of Rs 83,252.97 Lakhs as compared to PBT of Rs 60,191.41 Lakhs and PAT of Rs 41,482.17 Lakhs respectively in the previous Financial year.

Consolidated operating results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations Rs 2,98,087.75 Lakhs as compared to Rs 3,06,949.99 Lakhs in the previous

Financial Year. Correspondingly, the Consolidated Profit

After Tax (PAT) registered during the year under review is Rs 59,035.80 (After Minority Interest) as compared to PAT (After Minority Interest) of Rs 51,083.05 Lakhs in the previous Financial Year.

2. dIVIdeNd:

During the year under Report, the Company has declared an Interim Dividend of Rs 27/- (1350%) per share on 9,43,20,370 Equity Share of the face value of Rs 2/- each amounting to Rs 25,466.50 Lakhs (excluding Dividend Distribution Tax of Rs 4,444.45 lakhs) for the Financial Year 2019-20 on 9th March 2020. The said Interim Dividend was paid on 23rd March 2020. Having declared Interim dividend for the Financial Year, your Board has not recommended a Final dividend for the Financial Year 2019-20.

3. Share capital:

The paid up Equity Share Capital of the Company as on 31 March 2020 is Rs 1,886.41 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

4. Finance:

Cash and cash equivalents as at 31 March 2020 were Rs 3,881.10 Lakhs. The Company continues to focus on judicious management of its Working Capital, Receivables, Inventories, while other Working Capital parameters were kept under strict check through continuous monitoring.

Capital Expenditure Outlay:

During the year under review, the Company has incurred an expense of Rs 12,860.93 Lakhs.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments:

During the year under review, Company has not provided any loan but it has provided a Corporate Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Guarantees provided and Investment made by the Company are given in the notes to the Financial Statements.

Internal Financial Control and audit:

The Company has designed and implemented a process driven framework for Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5)

(e) of the Act. For the year ended on 31 March 2020, the Board is of the opinion that the Company has sound IFC commensurate with the size, scale and complexity of its business operations. The IFC operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved internal controls whenever the effect of such gaps would have a material effect on the Companys operations.

The Board of Directors at the recommendations of the Audit Committee appointed M/s. Talati & Talati,

Chartered Accountants as Internal Auditors of the

Company for the Financial Year 2020-21 and M/s. ADCS &

Associates, Chartered Accountants as Internal Auditors for Nagpur Unit.

Related Party Transactions:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and the Ordinary Course of Business. There are no materially significant

Company with Promoters, Directors, Key Managerial

Personnel (KMP) which may have a potential conflict the interest of the Company at large. Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of Related Party Transactions entered by the Company are disclosed in Form AOC-2 as per

Annexure “a”.

The Policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the

Company viz. http://www.aiaengineering.com/finances/ pdf/POLICYONRELATEDPARTYTRANSACTIONS.pdf

Credit rating:

CRISIL has reaffirmed

Term rating of the Company as CRISIL AA+/Stable and CRISIL A1+, respectively.

Dun & Bradstreet Information India Private Limited (D & B) has evaluated the Company during August, 2019 and reassigned a Rating of 5A I, which indicates that overall status of the Company is “Strong”.

5. Human resource:

The company acknowledges that Human Resource is one of the most important strategic element in the successful functioning of the organization and hence a lot of dedicated effort is put in to ensure proper growth of this asset. The company believes that motivated employees can demonstrate a lot of involvement and participation in the growth of the company and hence the company takes various measures to create such a working culture. The companys approach towards developing and fostering its human capital is very scientific and addresses all elements viz. Manpower Planning, Talent

Acquisition, Talent Engagement, Talent Development

& Talent Retention in a very systematic and organized manner. The company realizes that teamwork and not individual brilliance is the key to success and hence engages its employees into a lot of employee esngagement activities round the year. Such activities not only help in improving the rapport of the employees across various functions, it also helps in developing their creativity and innovativeness.

The company also appreciates the importance of a healthy work life balance and hence regularly organizes activities which aid in unwinding and de-stressing the employees. Participation in various sports activities, collective celebration of festivals and periodic get-togethers over lunch is actively promoted by the company.

Continuous growth and skill upgradation is the “mantra” in which the company believes. No matter how talented and skilled the manpower of the company is, the company believes that there has to be a continuous improvement in the same. This can only happen through properly planned and executed training programs at regular intervals. Training programs are designed based on the skill gap analysis and periodic training is imparted across the organization for skill upgradation. Apart from technical and functional training, the company also organizes sessions on behavioral aspects and on motivational topics. Employee health and well being is considered of paramount importance and speakers are invited to deliver speech on these subjects as well. With an objective of skill upgradation and growth of its employees, the company explores all avenues of training viz. in house training by subject experts, deputing employees to various seminars and programs etc.

The organization has always been very focused and performance oriented, and accordingly has created a culture which is performance driven. The performance management system deployed is also highly objective and result oriented leading to performance based appraisals. While the company has consistently maintained and improved upon its HR practices and systems, it has also been open to exploring new initiatives and fresh ideas. Such deep rooted and fundamentally strong HR practices has enabled the company to create a dedicated and committed team of loyal employees in spite of having grown significantly over the past few years.

6. Material changes, transactions and commitments:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of financial year on 31 March 2020 to which the financialstatements relates and the date of this Report.

7. Business prospects:

The Company continues to invest its resources in furthering its market share in the high chrome mill internal market worldwide with specific focus on high growth in the mining sector. To that extent, the future growth prospects of the Company will rely on making further inroads in mining industry.

The Company focuses on 4 mineral ore types that represent the biggest pie of the mineral grinding space. These are Iron, Platinum, Gold and Copper. Annual replacement requirement of grinding media is estimated at 2.5 million tons. Of this, less than 20% is currently converted to high chrome while the balance is served by forged grinding media. This represents a large potential opportunity to convert forged grinding media to high chrome.

The Company started its engagement with the mining sector by offering grinding media in high chrome metallurgy which reduced wear rates and thereby the cost of these consumables. The Companys DNA is to work on sharpening this engagement continuously by offering further solutions that improve customers operations and reduce their costs. In line with this philosophy, Company now offers solutions that can help in reduction in cost of other consumables (other than high-chrome grinding media), reduction in use of toxic reagents and thereby improving their environmental footprint and increasing metal recovery, especially relevant for gold and copper mines. This has helped your Company in being able to provide comprehensive solutions to the mining industry globally and in creating a unique positioning which augurs well for the consistent and steady growth in this industry over medium to long term.

In addition to Grinding Media, Company is now focusing on Mill Linings for the mining customers. The Company has been making these parts for grinding mills for Cement grinding for more than 20 years. It now offers these parts for grinding mills used for mineral ore grinding and offering solutions which can result in optimized grinding efficiency. Company will be able to offer reduced power costs and increased throughputs as a solution to customers. There will be material savings for the customer and with Companys existing solutions around wear cost reduction, reagent consumption reduction and metal recovery improvement, it will position the Company as true partner with its Customers and help sharpen its engagement meaningfully. Company is in the process of setting up a dedicated Greenfield facility to manufacture Mill Linings which will help it to service this industry.

The Company has consciously made efforts to target multiple ores and spread its presence across all major mining centers like North America, Latin America,

Australia, Africa, and Far East Asia, etc. thereby diversifying its risks significantly. On account of this, downturn in any one commodity or political and other issues in any one country will not materially impact the Company. During last few years, your Company has steadily increased its presence in the major mining groups across the globe. Given the current lower level of penetration of High Chrome Consumables in the mining segment as against the total requirement which is currently serviced by forged media, the Company has aggressive growth plans so as to capitalise upon the available opportunity in the mining segment and the vision is to emerge as the leading global solution provider in this segment. While the main focus of the Company in mining segment is outside India, your Company also has a major share of the domestic mining demand and shall be able to capture incremental demand as and when the same arises.

In spite of a possible near term slow down in wake of the impact of the Covid-19 Pandemic, we believe that this is likely to be normalised within a relatively shorter period and thus in medium to long term the prospects of mining industry for the company remain unaltered and the company continues to remain bullish on mining industry as its core area of focus.

Cement market continues to remain flat as well as in India. Your Company is happy to inform that it continues to maintain market share and continues to make investments in newalloys, designs and process improvements which will ensure that it continues to be a preferred supplier to Cement Companies worldwide. While in near term, due to Covid 19 impact the Cement demand is impacted, over a medium to longer term, the Company is hopeful of seeing a resurgence of normal demand on the back of overall investment climate post the economic stimulus announced by the Governments of all major countries of the world. On the whole, in near term, your Company continues to believe that the overall production and sales will remain flat in this segment.

In the Utility sector (Coal Thermal Power Plants), which is driven largely by the domestic market, your Company continues to enjoy a niche position. The Company will strive to maintain a steady growth rate in this particular segment matching with the rate at which the sector grows.

8. FUtUre eXpaNsIoN:

The Company has completed its first phase of Greenfield expansion of Grinding Media of 50,000 MT in August 2019. The Companys current capacity now stands at 3,90,000 MT of annual production of high chrome mill internals.

The Company has started implementing a greenfield facility at Kerala GIDC near Ahmedabad to manufacture 50,000 MT of “Mill Linings” at a cost of Rs 250 crore and is estimated to be commissioned by March 2021.

In line with various uncertainties emerging on account of Covid-19 Pandemic the company has decided not to break ground on the second phase of the grinding media Greenfield capacity expansion of 50,000 MT at GIDC Kerala, Ahmedabad. The second phase will be most likely deferred to the next fiscal year.

The Company plans to fund all above Capex from its internal cash accruals.

9. Subsidiary companies:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC 1 is given as Annexure “B”.

The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts on a global basis of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Companies.

The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of your Company at http://www. aiaengineering.com/financials.php

10. Insurance:

The Company has taken adequate insurance coverage of all its assets and Inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.

11. Industrial relations (Ir):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living Standards of its employees, and to keep them motivated and involved with the larger interests of the organization.

The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

12. Corporate GoVerNaNCe:

In line with the Companys commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR Regulations”).

A separate report on Corporate Governance and Practicing Company Secretarys Report thereon is included as a part of the Annual Report.

13. Managements discussion and analysis (Mda):

MDA covering details of operations, International markets, Research and Development, Opportunities and Threats etc. for the year under review is given as a separate statement, which forms part of this Annual Report.

14. Risk management:

In compliance with the provisions of Regulation 21 of

SEBI LODR Regulations, the Board of Directors has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the

Boards Report.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. Corporate Risk Evaluation and Management is an ongoing process within the Organization. The Company has a well-defined identify, monitor and minimizing/mitigating risks.

The Risk Management framework has been developed and approved by the senior management in accordance with the business strategy.

The key elements of the framework include:

• Risk Structure;

• Risk Portfolio;

• Risk Measuring & Monitoring and

• Risk Optimizing.

The implementation of the framework is supported through criteria for Risk assessment, Risk forms & MIS.

The objectives and scope of Risk Management Committee broadly comprises of:

Oversight of risk management performed by the executive management:

Reviewing the Corporate Risk Management Policy and framework within the local legal requirements and Listing Regulations;

Reviewing risks and evaluate treatment including initiating mitigation actions and ownerships as per a predefined cycle;

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

15. poLICes:

(a) Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/Whistle

Blower Policy through which the Company encourages employees to bring to the attention of Senior Management including Audit and Risk Management Committee, any unethical behavior and improper practice and wrongful conduct taking place in the Company. The brief details of such vigil mechanism forms part of the Corporate Governance Report.

(b) Policy on protection of Women against Sexual

Harassment at Workplace:

In line with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, the Company has adopted a policy for the same. The brief details of the said policy form part of the Corporate Governance Report of this Annual Report. The Company has not received any complaints in this regard.

(c) Code of Conduct to regulate, Monitor and report

Risk Management framework to

Trading by Insiders:

SEBI Vide its Notification No. SEBI/LAD-NRO/

GN/2018/59 dated 31 December 2018 has amended the SEBI (Prohibition of Insider Trading) (Amendment)

(Regulations) 2018 which became applicable from 1 April

2019. In Compliance with the aforesaid notification of SEBI, the Company has revised Model Code of Conduct of Insider Trading Regulations, the Company adopted the Code of Conduct to regulate, monitor and report trading by Designated Person(s) in order to protect the Investors Interest. The details of the said Code of Conduct forms part of the Corporate Governance Report.

(d) Policy for Business Responsibility

In pursuance of Regulation 34 of SEBI LODR Regulations, top 500 companies based on market capitalization (calculated as on March 31 of every financial year) are required to prepare and enclose with its Annual

Report, a Business Responsibility Report describing the initiatives taken by them from an environmental, social and governance perspectives. A separate report on Business Responsibility is Annexed herewith as

Annexure “C”.

(e ) Dividend Distribution Policy:

The Board of Directors had approved the Dividend Distribution Policy in line with SEBI LODR Regulations.

The Policy is annexed herewith as Annexure “d” to this Boards Report.

16. Directors and key managerial personnel (kmp):

(a) Board of directors and kmp:

The Board of Directors of the Company is led by the Independent Non Executive Chairman and comprises eight other Directors as on 31 March 2020, including one Managing Director, one Whole-Time Director, four Independent Directors (including one Woman Independent Director) and two Non-Executive Directors (other than Independent Directors).

All the Independent Directors of the Company have furnished declarations that they meet the criteria of Independence as prescribed under the Companies Act,  2013 and SEBI LODR Regulations.

Considering the integrity, expertise and experience (including the proficiency), the following Directors were appointed/reappointed during the year:

• Mrs. Janaki U. Shah (DIN: 00343343): Appointed as an Independent Director for a term of 5 (five) consecutive years with effect from 12th August, 2019.

• Mr. Rajendra S. Shah (DIN: 00061922): Reappointed as an Independent Director for a second term of 5 (five) consecutive years with effect from 11th September, 2019.

• Mr. Sanjay S. Majmudar (DIN: 00091305): Reappointed as an Independent Director for a second term of 5 (five) consecutive years with effect from 11th September, 2019.

• Mr. Dileep C. Choksi (DIN: 00016322): Reappointed as an Independent Director for a second term of 5 (five) consecutive years with effect from 11th September, 2019.

Dr. S. Srikumar (DIN 01025579), Ceased to be a Director of the Company w.e.f. 12 August 2019.

The Board of Directors placed on record their deep appreciation for the enormous contribution made by Dr. S. Srikumar as Director of the Company during the period from 2009 to 2019. The Company and the Board has benefited immensely from Dr. S. Srikumars vast experience, knowledge and insights of the industry and operations of the Company. The Company will cherish the valuable services and helpful guidance provided by him during the long tenure of his directorship. The Board of Directors wish him a healthy and peaceful life.

Mr. Yashwant M. Patel (DIN 02103312), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

Mr. Rajan Harivallabhdas (DIN: 00014265) has been appointed as an Independent Director for a period of 5 consecutive years from 24.09.2015 to 23.09.2020.

The Board on recommendation of Nomination and

Remuneration Committee, has re-appointed him as an Independent Director for a period of 5 consecutive years from 24th September, 2020 and proposed a resolution for members approval at the ensuing Annual General Meeting.

Mr. Viren K. Thakkar has been appointed as Chief

Financial Officer (CFO) of the Company w.e.f. 12th August, 2019 in place of Mr. Bhupesh Porwal who resigned as CFO w.e.f. 31st July, 2019.

As required under SEBI LODR Regulations amended from time to time, the information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

(b) Meetings:

During the year under review, Five Board Meetings and Four Audit Committee meetings were convened and held. The detail of composition of Audit Committee is as under:-

Mr. Sanjay S. Majmudar, Chairman Mr. Rajendra S. Shah, Member

Mr. Bhadresh K. Shah, Member

Mr. Rajan R. Harivallabhdas, Member

All recommendations made by the Audit Committee during the year were accepted by the Board.

The details of Composition of other Committees and dates of the meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the

Companies Act, 2013 and SEBI LODR Regulations.

(c) Committees of the Board of directors:

In compliance with the requirement of applicable Laws and as part of the best governance practice, the Company has following Committees of the Board as on 31 March 2020. (i) Audit Committee

(ii) Stakeholders Relationship Committee (iii) Nomination and Remuneration Committee (iv) Corporate Social Responsibility Committee (v) Risk Management Committee

The details with respect to the aforesaid Committees are given in the Corporate Governance Report.

(d) Board evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the Board has carried out an

Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Familiarization program for Independent directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. The details of such familiarization programmes for Independent Directors is posted on the website of the Company and can be accessed at http://www.aiaengineering.com/finances/ corporategovernance.php

(f) Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate

Governance Report which is a Part of the Boards Report.

The detailed Policy is placed on the website of the

Company at http://www.aiaengineering.com/finances/ pdf/Nomination_ Remuneration _Policy.pdf.

(g) Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that— (a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (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 at the end of the financial year and of the profitof 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the Annual Accounts on a going concern basis;

(e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

17. aUdItors:

Statutory Auditors:

M/s. BSR & Co. LLP, Statutory Auditors of the Company have been appointed as Statutory Auditor of the Company for a period of five years in 27th Annual General Meeting of the shareholders of the Company held on 14 August 2017.

In accordance with the Companies Amendment Act, 2017, enforced on 7 May 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual

The Report given by the Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost auditors:

The Cost Auditors has filed the cost audit report for the financial year ended 31 March 2019 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to audit the cost accounting records of the Company for the financial year 2020-

21. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members of the Company for their tion ratifica Accordingly, resolutionseekingmembers of the remuneration payable to M/s Kiran J. Mehta & Co.,

Cost Accountants, Ahmedabad is included in the Notice convening the 30th Annual General Meeting. secretarial auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr. Tushar M. Vora, Practicing Company Secretary (ACS-3459, CP No. 1745), Ahmedabad to conduct a Secretarial Audit of the Companys Secretarial and related records for the year ended 31 March 2020.

The Report on the Secretarial Audit for the year ended

31 March 2020 is annexed herewith as Annexure “e” to this Boards Report. There were no qualification/ observations in the report.

18. Particulars of energy conservation, technology absorption and foreign exchange earnings and outgo:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith to this report.

19. Consolidated financial statements:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Indian Accounting Standards (Ind AS) viz. Ind AS-27, Ind AS-28 and Ind AS- 110 issued by the Ministry of Corporate Affairs, form part of this Annual Report.

20. Extract of annual return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure “F”.

21. Corporate social responsibility (Csr):

As per the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the amount required to be spent on CSR activities during the year under review, is Rs 1,121.83 Lakhs and the Company has spent Rs 977.82

Lakhs during the Financial Year ended 31 March 2020. The . shortfall in the spending during the year under report is intended to be utilized in a phased manner in future, upon identification of suitable projects within the Companys

CSR Policy. The requisite details of CSR activities pursuant to Section 135 of the Companies Act, 2013 and as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure “G”.

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of Boards Report.

22. Particulaurs of employees:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies

(Appointment & Remuneration of Managerial Personnel)

Rules, 2014 in respect of employees of the Company is annexed as Annexure “H”. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the Report and the Accounts are being sent to the members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

23. Environment, health and safety:

The Company is committed to health and safety of its employees, contractors and visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The Environment Protection Act and the Factories Act and Rules made thereunder. Our mandate is to go beyond compliance Standards and we have made a considerable improvement in this direction.

The “Environment Management System” and “Occupational Health & Safety Management System” of our grinding media foundries located at Moraiya and Kerala GIDC have been audited by Bureau Veritas under the ISO (India)during March 2020 and certified 14001:2015 and OHSAS 18001:2007 Standards.

24. Secretarial standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

25. Acknowledgement:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Companys customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board,
rajendra s. shah
Place: Ahmedabad Chairman
Date: 22 June, 2020 (DIN:00061922)