AIA Engineering Ltd Directors Report.

The Members,

AIA Engineering Limited

Ahmedabad

Your Directors take pleasure in submitting the 31 Annual Report and the Audited Annual Accounts of the Company for the year ended 31 March, 2021.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars Standalone Consolidated
Year ended 31 March, 2021 Year ended 31 March, 2020 Year ended 31 March, 2021 Year ended 31 March, 2020
Sale of Products 2,41,031.67 2,49,101.22 2,81,877.87 2,88,426.53
Other Operating Revenue 6,267.71 9,661.22 6,271.37 9,661.22
Total Revenue from Operations 2,47,299.38 2,58,762.44 2,88,149.24 2,98,087.75
Other Income 14,480.71 48,548.45 17,219.59 14,191.00
Total Income 2,61,780.09 3,07,310.89 3,05,368.83 3,12,278.75
Profit before Finance Costs, Depreciation & Amortisation and Tax Expenses 74,296.87 1,05,812.16 82,744.19 82,219.10
Finance Costs 398.52 519.89 429.31 558.75
Depreciation & Amortisation 9,097.06 9,551.24 9,350.09 9,787.92
Profit Before Tax 64,801.29 95,741.03 72,964.79 71,872.43
Less : Tax Expense
(i) Current Tax 18,628.27 14,250.45 18,683.22 14,294.75
(ii) Deferred Tax (2,317.16) (1,762.39) (2,289.07) (1,454.33)
Total Tax (i+ii) 16,311.11 12,488.06 16,394.15 12,840.42
Profit after 48,490.18 83,252.97 56,570.64 59,032.01
Non-Controlling Interest - - (41.55) (3.79)
Net Profit after Non-Controlling Interest 48,490.18 83,252.97 56,612.19 59,035.80
Other Comprehensive Income (Net of Tax) (After Minority Interest) (273.17) 262.61 (2,298.12) (393.70)
After Comprehensive Income 48,217.01 83,515.58 54,310.02 58,645.60

Standalone Operating Results:

During the year under review, the Revenue from operation of the Company is Rs. 2,47,299.38 Lakhs as compared to Rs. 2,58,762.44 Lakhs in the previous Financial Year. Exports Turnover registered in the same period is Rs. 1,90,226.76 Lakhs as against the Export Turnover of Rs. 1,93,303.97 Lakhs in the previous Financial Year. During the year under review, Company has earned a Profit Before Tax (PBT) of Rs. 64,801.29 Lakhs and Profit After Tax (PAT) of Rs. 48,490.18 Lakhs as compared to PBT of Rs. 95,741.03 Lakhs and PAT of Rs. 83,252.97 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 of Rs. 2,88,149.24 Lakhs as compared to Rs. 2,98,087.75 Lakhs in the previous Financial Year. Correspondingly, the Consolidated Profit After Tax (PAT) registered during the year under review isRs. 56,612.19 Lakhs (After Minority Interest) as compared to PAT (After Minority Interest) of Rs. 59,035.80Lakhs in the previous Financial Year.

2. DIVIDEND:

The Board of Directors are pleased to recommend a Dividend of Rs. 9/- (450%) per Equity Share of the face value of Rs. 2/- each amounting to Rs. 8,488.88 Lakhs for the Financial Year 2020-21.

The Dividend, if declared by the shareholders at the ensuing Annual General Meeting, will be paid to those Shareholders, whose names stand registered in the Register of Members as on 27 August, 2021. In respect of shares held in dematerialised form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository

Services (India) Limited, as beneficial owners.

3. SHARE CAPITAL:

The Paid Up Equity Share Capital of the Company as on 31 March, 2021 is Rs. 1,886.41 Lakhs. During the year under review, the Company has neither issued any shares (including shares with differential Related Partyvoting rights) nor granted stock option or sweat equity.

4. FINANCE:

Cash and cash equivalents as at 31 March, 2021 were Rs. 21,708.67 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 Capex of Rs. 12,357.24 Lakhs.

Deposits:

During the year under review, the Company has neither accepted nor renewed any deposit 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 or Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Guarantees provided and Investments 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, 2021, 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 Talati & Talati, Chartered Accountants as Internal Auditors of the Company and ADCS & Associates, Chartered Accountants as Internal Auditors for its Nagpur Unit for the Financial Year 2021-22.

Related Party Transactions:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and were in the Ordinary Course of Business. There are no materially significant made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) which may have a potential conflict with 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 both the Long Term and Short 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 October, 2020 and reassigned a Dun Bradstreet Rating of 5A I, which indicates that overall status of the Company is "Strong".

5. HUMAN RESOURCES:

The Company believes that one of its biggest asset is its human resource. The Company believes that human resources contribute a lot towards the success of the organisation and hence the Company puts in a lot of emphasis in nurturing this valuable asset. An organisational culture that encourages employees for active and energetic participation can go a long way towards the growth of the organisation and the Company puts in all the necessary efforts to create such a culture.

The Company believes that manpower management is an art as well as science. It is very important to understand and appreciate the finer points related to the development of human resources and must be pursued in a very scientificand organised manner. Right from creating a proper organisation structure, planning of manpower needs, defining roles and responsibilities, acquisition of appropriate talent, optimal and effective utilisation of the acquired talent, nurturing of human resources and offering them a career map – all these facets of talent management are being deployed by the Company in an extremely scientific and structured manner.

The Company also hugely believes in team work and also realises that the synergy created by team work is much more compared to any individual brilliance. While the Company normally encourages a lot of employee engagement activities round the year in order to facilitate improvement of rapport of the employees across various functions and development of their creative skills, this year had different sets of challenges.

Owing to the COVID19 pandemic, the Company didnt promote the usual employee engagement activities during year, team work was amply visible throughout the year while countering the challenges posed by the global pandemic.

For the Company, health and safety of its employees has always been of paramount importance. The Company had put in all possible efforts for the safety and health of its employees during the global pandemic. Adequate sanitisation, fumigation, immunity drinks etc. were organised for the safety and wellbeing of its employees. The Company had also created a dedicated taskforce led by some senior executives in the organisation to meet any health related challenges that any employee of the Company might encounter because of the global pandemic.

The Company also puts in a lot of emphasis on the growth of the employees through skill upgradation. The Company believes that it is imperative that every employee continuously looks at areas of improvement and ways of upgrading his skills. Training programs are designed and organised based on skill gap analysis and organisational needs. While this year had its own sets of challenges in organizing shop floor trainings, the Company organised virtual training sessions for its employees to upgrade their technical and functional skills. Employee health and well being is considered of paramount importance and speakers are invited to deliver talks on these subjects as well.

Performance of an individual has always been considered as the yardstick for assessment and hence the organisational culture has always been very objective and performance driven. Accordingly, the performance appraisal system has also been very scientific, result oriented and objective.

Continuous improvement has been the Companys mantra in all areas and HR practices is no exception. The Company engages and avails inputs from some of the top names in the area of human resources to further improve upon various facets of HR practices, tools and systems. While the Company continues to strengthen its human resources by adding competent professionals in the team, the organisational fabric of dedicated, committed and loyal employees remains intact.

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, 2021 to which the financial statements 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. Thus, to a considerable extent, the future growth prospects of the Company are linked to making further inroads in mining industry.

The Company focuses on four 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 around 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.

Your Company has adopted a three pronged approach for capitalising on this opportunity offered by the mining segment. The first and primary focus area is approaching various mines across the Globe on the basis of the Ware advantage and cost savings – that is to say wherever the mining conditions are such that usage of High Chrome grinding media in place of forged grinding media can offer a considerable cost saving, the Company approaches such mines with primary focus on such cost savings. The second approach is focussed on the Down Process advantage – that is to say the benefits which the usage of High Chrome grinding media can offer in the beneficiation process which has the potential of reduction of consumption of certain expensive and environmentally harmful consumables/reagents and also improve the recovery of the final ore, which is particularly relevant for copper and gold mines. Lastly, the Company is also offering a unique High Chrome mill lining solution based on a in Patented design, which has offers significant the form of improving grinding efficiency, and therefore the throughputs; andalsosignificant reduction in the power cost. Your Company believes that with the capability of offering such comprehensive solutions relating to grinding and crushing in the mining space, your Company is perhaps the only Company in the world who has all such capabilities under one roof and is therefore now in a unique position so as to convert a significantly large portion of the opportunity offered by the mining space and get a prominent market share in longer term.

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.

The process of conversion of a mine from the conventional forged grinding media to High-Chrome grinding media involves significant engagement with the customers. A major portion of this exercise is required to be carried out at the customers site in physical mode. Unfortunately, the Covid-19 pandemic whose first wave came last fiscal and whose second wave has been witnessed in the current fiscal, has impacted the ability of your Companys personnel to travel to various mine sites and therefore the process of new customer acquisition/customer conversion has slowed down considerably. Further, while most of the mining sites across the globe have continued their operations during the first as well as the second wave of Covid-19 pandemic, the fact remains that the availability of customers own staff is also negatively impacted and this is also delaying the process of new customer acquisition/conversion. However, your Company is confident that hopefully, if by the second/third quarter of the current fiscal year 2021-22, the negative effect of the second wave of Covid-19 pandemic recedes considerably and normal travel commences your Company will be able to again take forward the process of new customer acquisition with full force. Thus, the medium to long term prospects for your Company remain absolutely intact.

Cement market continues to remain flat on a global basis as well as in India. Your Company is happy to inform that it continues to maintain market share and continues to make investments in new alloys, 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 Companys current capacity 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 Crores and is estimated to be commissioned in 2nd half of 2021-22. 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 – this phase will be activated as things stabilise in terms of global Covid linked uncertainty. 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 Subsidiary 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 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 organisation. 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. MANAGEMENT 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 Organisation. The Company has a well-defined Risk Management framework to 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.

15. POLICES:

(a) Vigil Mechanism / Whistle Blower Policy:

The Company has adopted a Vigil Mechanism/Whistle Blower Policy through which the Company encourages various stakeholders 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

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) 2018the Board ofwhich is 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 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 1,000 companies based on market capitalisation (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 hosted on website of the Company at http://www.aiaengineering.com/ finances/policy.php .

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, 2021, 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.

During the year under review, Mr. Rajan Harivallbhdas (DIN: 00014265) has been reappointed as an Independent Director for a second term of 5 (five) consecutive years with 24 September, 2020.

Considering the integrity, expertise and experience (including the proficiency), recommends the reappointment of the following Directors at the ensuing Annual General Meeting:

Mrs. Bhumika Shyamal Shodhan (DIN: 02099400),

Non-Executive Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

Mr. Bhadresh K. Shah (DIN: 00058177) will be reappointed as Managing Director for a period of 5 years from 1 October, 2021 to 30 September, 2026. The Board on recommendation of Nomination and Remuneration Committee, has re-appointed him as a Managing Director for a period of 5 years from 1 October, 2021 and proposed a resolution for members approval at the ensuing Annual General Meeting.

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, four 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, 2021.

(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 evaluation of its own, 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) Familiarisation 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 familiarise with the Companys procedures and practices.

The Company has through presentations at regular intervals, familiarised and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a Whole. The details of such familiarisation 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) Nomination and 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_Renumeration_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 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 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:

B S R & Co. LLP, Chartered Accountants of the Company have been appointed as Statutory Auditors 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 General Meeting.

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, 2020 within stipulated time frame.

The Board of Directors on the recommendation of the Audit Committee has re-appointed 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

2021-22. 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 Meeting. their ratification

Accordingly, a resolution seeking members ratification of the remuneration payable to Kiran J. Mehta & Co.,Cost Accountants, Ahmedabad is included in the Notice convening the 31st 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, 2021.

The Report on the Secretarial Audit for the year ended 31 March, 2021 is annexed herewith as Annexure "D" 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. ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on

31 March, 2021 is hosted on the website of the Company at http://www.aiaengineering.com/fiancial_ reports/ANNUALRETURN20_21.pdf

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. 1,144.69 Lakhs and the Company has spent Rs. 1,144.19 Lakhs during the Financial Year ended 31 March, 2021. The shortfall of Rs. 0.50 Lakhs in the spending during the year under report will be transferred to the Fund specified under Schedule VII of the Companies Act, 2013 on or before 30 September , 2021. The requisite details of CSR activities carried by the Company pursuant to Section 135 of the Companies Act, 2013 is annexed as Annexure "E".

The composition and other details of the CSR Committee is included in the Corporate Governance Report which form part of the 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 "F". 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 (India) during February 2021 for renewal of certification under the ISO 14001:2015 and upgradation from OHSAS 18001:2007 to ISO 45001:2018 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: 25 May, 2021 (DIN:00061922)