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Directors Report of Aries Agro Ltd.

Mar 31, 2016

BOARD’S REPORT

To

The Members,

Aries Agro Limited

The Directors have pleasure in presenting their 46th Annual Report on the operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs. In Lakhs)

STANDALONE

CONSOLIDATED

PARTICULARS

AS AT 31.03.2016

AS AT 31.03.2015

AS AT 31.03.2016

AS AT 31.03.2015

Total Revenue (including Other Income)

23,080.52

23,563.47

28,593.90

30,609.31

Profit Before Tax Interest & Depreciation

3,273.41

3,820.50

4,728.85

5,646.98

Less: Finance Costs

2,058.92

2,129.65

2,454.84

2,413.04

Depreciation & Amortisation Expense

175.63

181.72

1,058.04

985.48

2,234.55

2,311.37

3,512.88

3,398.52

Profit Before Tax

1,038.86

1,509.13

1,215.97

2,248.46

Tax Expense

365.00

555.50

365.00

555.50

Deferred Tax

13.10

(260.70)

13.10

(260.70)

378.10

294.80

378.10

294.80

Profit for the year before Minority Interest

660.76

1,214.33

837.87

1,953.66

Minority Interest

-

-

93.71

234.46

Profit for the year (PAT)

660.76

1,214.33

744.16

1,719.20

Exceptional Items

21.61

33.04

21.61

33.04

Balance Brought Forward

6,332.82

6,249.42

9,896.50

9,197.81

Amount available for appropriation

6,971.97

7,430.71

10,619.05

10,883.97

WDV of Assets Written off having zero remaining useful life due to change in method of Depreciation in line with Companies Act, 2013

684.55

684.55

General Reserve

50.00

100.00

50.00

100.00

Legal Reserves

-

-

28.12

35.59

Proposed Dividend

195.06

260.09

195.06

260.09

Tax on Proposed Dividend

39.71

53.25

39.71

53.25

Surplus Carried Forward to Balance Sheet

6,687.20

6,332.82

10,306.16

9,750.49

OPERATIONS-STAND ALONE

During the year under review, the Earnings Before Interest, Depreciation and Tax was Rs. 3,273.41 Lakhs compared to Rs. 3,820.50 Lakhs in the previous year. The Total Revenue (excluding Other Income) for the year net of excise duty was Rs. 22,937.93 Lakhs as against Rs. 23,411.19 Lakhs in the previous year. Profit after tax for the year was Rs. 639.16 Lakhs compared to Rs. 1,181.28 Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standards (AS)-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statement is provided in the Annual Report.

The Consolidated Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBITDA) of the Group was Rs. 4,728.85 Lakhs in the Financial Year 2015-16 compared to Rs. 5,646.98 Lakhs in the previous year. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 1,215.97 Lakhs in the Financial Year 2015-16 compared to Rs. 2,248.46 Lakhs in the previous year.

FINANCIAL REVIEW

The profitability from operations was adversely affected due to extremely erratic agricultural season, requiring additional promotions, excessive discounts to retain market share including higher cash discounts to recover market out standings. By choosing to incur these costs, the Company managed to retain revenue at the cost of profitability. It was felt prudent to do so since in a highly competitive market, loss of market share would be difficult to recover. Similar demand constraints was faced in the overseas market as well with subdued rainfall conditions in other western and pacific markets.

During the previous financial year the Company took several steps to reduce cost and retain its market share despite adverse agricultural season and purchasing power conditions. After great effort of staff and support of Aries customers, the Company managed to maintain its revenue at almost the same level as of the previous Financial Year with a marginal 2% percent reduction. However, profitability did reduce significantly due to increase discounts in selling expenses required to maintain market share.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the Shareholders, the Directors have recommended a Dividend of 15% being Rs. 1.50 per Equity Share of Rs. 10/- each (previous year 20% being Rs. 2/- per Equity Share of Rs. 10/- each) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 234.78 Lakhs including Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 50.00 Lakhs to the General Reserve out of the current year''s profit and the balance aggregating to Rs. 6,687.20 Lakhs is proposed to be retained in the Profit and Loss Account.

FUTURE PROSPECTS:

During 2016-17 however the Company expects good growth due to favourable monsoon conditions and this will boost the revenue and profits during the current fiscal 2016-17. In order to secure confirmed order book, the Company (for the first time in agri business in India) conducted All India Flash Sale and Booking Bazaar on 19th and 20th April, 2016 at the Bombay Stock Exchange, Convention Hall, Mumbai. Record breaking orders with payment instruments were collected totaling to Rs. 201.78 Crores within a 30 minute Flash Sale period. This will ensure that the Company is able to plan inventories and production as well as timely supplies to more than 400 No. of dealers who participated in this unique one of its kind booking bazaar. In the past, the Company has conducted similar flash sales on the state level and the average conversion of bookings to orders was approximately 75% to 80%. Assuming similar conversion on all India basis, this booking bazaar will result in definite increase in sales during the first half of the Financial Year. The Company is also increasing focus on non rain dependant activities including sales to aquaculture farmers, plantations and perennial crops in irrigated districts of the country.

The Company introduced only two new products namely K-phonic and Mobomin during the current Financial Year. However, it will focus on growing sales of the three new products launched towards the end of 2015-16 namely Arisil, Calcomag and Calpro.

CREDIT RATING

The Company''s financial discipline is reflected in the credit ratings ascribed by rating Agency as given below:

CRISIL Rating: Long Term BBB /Stable(Reaffirmed)(Facilities with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such Facilities carry moderate credit risk)adequate and Short Term A2(Reaffirmed) ( Facilities with this rating are considered to have strong degree of safety regarding timely payment of financial obligations. Such Facilities carry low credit risk). There was no change in the Credit Rating of the Company during the year.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD''S REPORT

There is no change in the nature of business of the Company during the year. There is no revision made in the Board''s Report and whatever submitted herewith is the final Report.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Group. All endeavours are being taken to enhance safety standards and processes towards minimizing safety risks in all operations in the Company.

USE OF IPO PROCEEDS

Your Company made its . IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007. The IPO proceeds have been utilized in accordance with the schedule of the Prospectus and variation approved by the shareholders at their Annual General Meeting held on 29th September, 2009 by passing a Special Resolution. However, the renovation/extension of existing Office Building at Mumbai is pending completion.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 73 of the Companies Act, 2013 and Members (other than Directors) during the year under review and as such, no amount on account of Principal or Interest on Deposits from Public and Members (other than Directors) was outstanding as on 31st March, 2016.

SUBSIDIARIES & ASSOCIATE COMPANIES

Your Company has five Subsidiaries out of which three non-material Indian Subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited and two foreign subsidiaries namely Golden Harvest Middle East FZC and a Step Down Subsidiary viz Amarak Chemicals FZC at UAE.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 and had no business activity in the financial year 201516 . The Company incurred expenses to the tune of Rs. 0.37 Lakhs.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year 2009-10 in agricultural sprayers but discontinued the activity in the financial year 2013-14. During the Financial Year 2015-16 the Company did not have any Income and incurred expenses of Rs. 0.29 Lakhs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

There was no business activity in other Subsidiary namely Aries Agro Produce Pvt. Ltd. During the Financial Year 2015-16 the Company has incurred expenses of Rs. 0.27 Lakhs.

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their Eighth Year of operation, has generated a total sale of AED 95.80 Lakhs (INR 1,679.00 Lakhs) with a Loss of AED 5.84 Lakhs(INR 102.74 Lakhs) for the year 2015-16.

M/s. Amarak Chemicals FZC, which is a Step Down Subsidiary of Aries Agro Limited with an installed capacity of 60,000 MT p.a., in their Fourth Full Year of operation, has generated a total sale of AED 273.08 Lakhs(INR 4,786.12 Lakhs) with a profit of AED 15.59 Lakhs(INR 272.91 Lakhs) for the year 2015-16.

Your Company has four Group Companies viz Aries East-West

Nutrients Private Limited, Aries Marketing Limited, Blossoms International Limited and Sreeni Agro Chemicals Limited. There were no business activities in any of these Companies during the Financial Year 2015-16.

As required under Section 129(3) of The Companies Act, 2013, annexed hereto are the Audited Financial Statements for the Year ended 31st March, 2016 of Golden Harvest Middle East FZC., Amarak Chemicals FZC,. Aries Agro Care Private Limited, Aries Agro Equipments Private Limited and Aries Agro Produce Private Limited.

A Statement in Form AOC-1 of Subsidiary Companies as prescribed under Section 129(3) of The Companies Act, 2013 read with Rule 5 of Companies(Accounts) Rules, 2014, is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary & Group Companies is given in Note No. 27-A of the Notes to Accounts is forming part of the Annual Report.

The Financial Statements of the Subsidiary Companies and related information shall be uploaded on the website of your Company which can be accessed using the link http://www.ariesagro.com and the same are available for inspection by the members at the Registered Office of your Company during business hours on all working days except Saturdays and Sundays up to the date of the Annual General Meeting, as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office Address.

All the above Indian Subsidiary and Group Companies are un-listed and non-material Companies as defined under Listing Regulations.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks.

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

There is no change in the Composition of the Board of Directors during the year under review.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Dr. Rahul Mirchandani, Director retires by rotation and being eligible, offers himself for re-appointment. Accordingly, his re-appointment forms part of the Notice of ensuing Annual General Meeting.

All the Independent Directors have submitted declarations to the effect that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship of transactions with the Company.

Familiarization Programme for Independent Directors— Though there is no formal Policy for familiarization but the Company in order to familiarize the Independent Directors with the business of the Company presentation was made by the Chief Financial Officer covering nature and scope of business, nature of industry in which Company operates, profitability and future plans. Regularly at meetings updates are given to the Board. Directors are also taken for the Factory visits and they also attended the Annual Sales Meet. House Journal as and when published is also sent to all the Directors and their feedback are considered.

KEY MANAGERIAL PERSONNEL

There is no change in the Key Managerial Personnel during the year under review. All the Key Managerial Personnel have submitted disclosures and declaration required under the Companies Act, 2013 and Listing Regulations.

MEETINGS OF BOARD

Five Meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises Prof. R. S. S. Mani (Independent Director as Chairman upto 31-3-2016), Shri. B. V. Dholakia(Independent Director) and Dr. Rahul Mirchandani as Members. Shri. B. V. Dholakia(Independent Director) is the Chairman effective 01-04-2016 with Prof. R. S. S. Mani and Dr. Rahul Mirchandani as Members.

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

CSR COMMITTEE

The CSR Committee comprises Dr. Jimmy Mirchandani(Chairman), Dr. Rahul Mirchandani and Shri. B. V. Dholakia as other Members.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its own performance and individual Directors pursuant to provisions of the Act and Corporate Governance requirements as prescribed by Regulation 17(10) of the SEBI(LODR) Regulations, 2015.

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 Process, Information and Functioning etc.

In a separate Meeting of the Independent Directors, performance of Non-Independent Directors, Performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of Director and also Remuneration for Key Managerial Personnel and other Employees are contained in the Nomination and Remuneration Policy which is hosted at the web site of the Company at www.ariesagro.com.

DIRECTORS’ RESPONSIBILITY STATEMENTS

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

1. in preparation of the Annual Accounts, applicable Accounting Standards have been followed and that there are no material departures;

2. they 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 the Affairs of the Company at the end of the financial year and of the profit of the Company for that year;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a ‘going concern'' basis;

5. they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

Non-Executive Directors

Ratio to median Remunerations

Mrs . Nitya Mirchandani

0.48

Prof. R. S. S. Mani

0.83

Mr. Chakradhar Bharat Chhaya

0.62

Mr. Bhumitra Vinodchandra Dholakia

0.84

Executive Directors

Dr. Jimmy Mirchandani

22.05

Dr. Rahul Mirchandani

23.48

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Directors, Chief Financial Officer and Company Secretary

% increase in Remuneration in the Financial Year

Dr. Jimmy Mirchandani

-25.95

Dr. Rahul Mirchandani

-24.40

Mr. S. Ramamurthy, Chief Financial Officer

4.59

Mr. Qaiser P. Ansari Company Secretary

7.98

3. The percentage increase in the median remuneration of employees in the financial year; 16.04 %

4. The number of permanent employees on the rolls of Company; 748

5. The explanation on the relationship between average increase in remuneration and Company performance;

The reward Philosophy of the Company is to provide market competitive total reward opportunity that has a strong linkage to and drives performance culture. Every year, the salary increases for the Company are decided on individual performance parameters . The final salary increases given are a function of Company''s market competitiveness in this comparator group as well as overall business affordability. During the year, similar approach was followed to establish the remuneration increases to the Employees. Variable compensation is an integral part of our total reward package and is directly linked to an individual performance rating and business performance. Salary increase during the year were in line with Company''s performance as well as per Company''s market competitiveness.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Aggregate Remuneration of Key Managerial Personnel(KMP) in Financial year 2015-16(Rs. Lakhs

58.83

Revenue(Rs. Lakhs)

22,937.93

Remuneration of KMPs(as % of Revenue)

0.26%

Profit Before Tax(PBT) (Rs. Lakhs)

1,038.87

Remuneration of KMPs(as % of PBT)

5.66%

7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year;

Particulars

31st March, 2016

31st March, 2015

%

Change

Market

Capitalization(Rs.

Crores)

11,716.91

13,745.59

-14.76

Price Earnings Ratio

17.73

11.32

56.65

8. Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Particulars

31st March,

January,

% Change

2016

2008(IPO)

Market Price(BSE)

90.10

130.00

-30.69

Market Price(NSE)

90.15

130.00

-30.65

9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average annual increase was around 7.25% after accounting for promotions and other event based compensation revision.

Though the Chairman & Managing Director and the Executive Director were re-appointed for a term of 3 years each, their Remuneration remained 5% of the Profit as calculate as per the Companies Act, 2013 however due to drop in the Profit the Managerial Remuneration for the Year decreased as compared to Previous Year.

10. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company;

Dr. Jimmy Mirchandani, Chairman & Managing Director

Dr. Rahul Mirchandani, Executive Director

Mr. S. Ramamurthy, Chief Financial Officer

Mr. Qaiser P. Ansari, Company Secretary

Remuneration-FY-2015-16 (Rs. In Lacs)

60.13

64.02

35.16

23.67

Price Earnings Ratio

17.73

Revenue(Rs. In Lakhs)

22,937.93

Remuneration as % of revenue

0.26%

0.28%

0.15%

0.10%

Profit Before Tax(PBT) (Rs in Lakhs)

1,038.87

Remuneration as % of PBT

5.79%

6.16%

3.38%

2.28%

11. The key parameters for any variable component of remuneration availed by the Directors;

The Non-Executive Directors do not get any remuneration (including Commission) except the Sitting Fee. The Executive Directors are entitled for Commission within the overall limit of 10% and individually 5% as per the Act only from the Company and not from its Subsidiary Companies.

12. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

None

13. Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The Company affirms remuneration is as per the Remuneration Policy of the Company.

The Statement containing Particular of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 (“Act”) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 DRAWING REMUNERATION NOT LESS THAN Rs. 60 Lakhs p.a./Rs. Five Lakhs p.m. DURING THE YEAR 2015-16

SR.

No.

NAME

DESGINATION

REMUNERATION

RECEIVED

NATURE OF EMPLOYMENT

OTHERTERMS & CONDITIONS

NATURE OF DUTY

QUALIFICATION & EXPERIENCE

DATE OF COMMENCEMENT

AGE

Last

Employment

held

% of Equity Shares held as on 31.03.2016

Whether

Relative of any Director or Manager and Name of such Director or Manager

1

DR. JIMMY MIRCHANDANI

CHAIRMAN AND MANAGING DIRECTOR

60,13,000

CONTRACTUAL

N.A.

MANAGING THE AFFAIRS OF THE

COMPANY

B. Sc. (Vet); LLB

15.01.1976

60

N.A.

27.11

Brother of Dr. Rahul Mirchandani & Brother in Law of Mrs. Nitya Mirchandani

2

DR. RAHUL MIRCHANDANI

EXECUTIVE

DIRECTOR

64,01,762

CONTRACTUAL

N.A.

MANAGING THE AFFAIRS OF THE

COMPANY

B. Com; CFA; MBA; Ph.D

02.02.1994

40

N. A.

20.17

Brother of Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

ESOPS

The Company has not offered any ESOPS scheme to its Employees or Directors.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

Company has elaborate Risk Management Procedure which is based on three Pillars. Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major Risks identified by the Business and Functions are systematically addressed through mitigating actions on continuing basis. The Key risks are also discussed at the Audit Committee.

The Company''s Internal Financial Control Systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by the Statutory as well as Internal Auditors covering all Offices,

Factories and Key Business areas. Significant Audit Observations and Follow Up Actions thereon are reported to Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s Internal Control environment and monitors the implementation of the audit recommendations.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and review performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial Year 2015-16.

GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report through electronic mode(email) to all the shareholders who have registered their email addresses with the Company or with the Depository to receive the Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees up to 31st March, 2017 to both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this Report as required by the Listing Regulations. The Auditors'' Certificate on Compliance with the conditions of Corporate Governance is also annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI(LODR) Regulations, 2015 of the Listing Agreement with the Stock Exchanges, is also annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required to be disclosed by the Companies(Accounts) Rules, 2014 and forming a part of the Directors Report are as under: -

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity, LPG, Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

iv. Aries has installed its first Solar Power Generation System at its manufacturing unit in Hyderabad.

Impact of measures taken for reduction of energy consumption and consequent impact on the cost of production of goods

- Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced. However, the cost of production on account of power has increased due to increase in cost per unit.

b. Total energy consumption and energy consumption per unit of production

Form -A

Form for disclosure of Particulars with respect to Conservation of Energy.

Current Year 2015-2016

Previous Year 2013-2015

(a)

1. Purchased: -

I

Electricity

(i)

Unit (KWH)

862,373

861,366

(ii)

Total Amount (Rs.)

8,422,432

8,015,893

(iii)

Rate/Unit (Rs.)

9.77

9.31

II

Piped Gas

(i)

Unit (M3)*

275,063

277,884

(ii)

Total Amount (Rs.)

10,067,553

11,923,491

(iii)

Rate/Unit (Rs.)

1.29

42.91

*Gas Supply started from 22.12.2012 from Sabarmati Gas Limited

(b)

2. Own Generation: -

(i)

Coal

Not Applicable

Not Applicable

(ii)

Furnace Oil - Kl

3,422

16,737

(iii)

Internal Generation - Units

12,996

59,658

(iv)

Solar

104,667

60,969

II. Form for disclosure of particulars with respect to

Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- Our team of extension officers conducts continuous field demonstrations and extension work including large scale soil sampling, which provides constant updates on deficiency levels across all states in India.

- The Company''s R&D at Mumbai is ISO 9001 certified and works on new product development and continuous quality checks. The manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company''s expansion in that region.

2. Benefits derived as a result of the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

3. Future Plan of Action :

- Identifying customized formulations for new states where Aries is entering to sell their product range.

- Increase the nutrients range to include silicon based products.

- Identify more organic / natural source of plant nutrients and allied products.

4. Expenditure on R & D

Description

For the year ended 31st March, 2016

For the year ended 31st March, 2015

(Rupees)

(Rupees)

(I) Capital

332,799

59,131

(II) Recurring

4,171,522

3,845,961

(III) TOTAL

4,504,321

3,905,092

(IV) Total R & D expenditure as a % of

a. Gross Turnover

0.19

0.16

b. Net Turnover

0.20

0.17

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

International sales have commenced in Australia, Brazil, Ecuador, New Zealand, Pakistan, Spain, Singapore, Sri Lanka, Taiwan, Trinidad, United Kingdom, United States of America, Vietnam, and Zambia, with supplies from Indian and UAE factories. Distributors have been appointed in Brazil, Cambodia, Ecuador, New Zealand, Sri Lanka and Vietnam, and we expect export and global sales to grow and form around 15% of the group revenues of the Company by Financial Year 2015-17.

2. Total Foreign Exchange used and earned:

Used : Rs. 20,76,51,380/

Earned: Rs. 1,22,12,499/

3. Initiative for Exports

Following import substitution and commencement of manufacturing of certain products in the Indian factories, previously being produced in our UAE facilities, the Company has applied for the required export license to enable direct export of such products from India to the existing global buyers. This will ensure that every customer is serviced effectively.

Export development from India, in addition to from the UAE factories, shall further boost prospects in international business.

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations is in place. Protected disclosures can be made by a Whistle Blower in writing or through an e-mail, to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website www.ariesagro.com.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN & SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with Related parties pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies(Accounts) Rule, 2014 are given in Annexure-I in Form AOC-2 and the same forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-II of this Report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Web-Site of the Company.

Your Company continues to demonstrate a strong commitment towards providing products which do not hamper the soil and crop eco systems. A detailed Report on Corporate Social Responsibility is annexed to this Report.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013 the Extract of the Annual Return is given in Annexure-III in prescribed Format MGT-9, which forms part of this Report.

AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s. Kirti D. Shah & Associates, Chartered Accountants, Mumbai,(Membership No. 32371 and having Peer Review Certificate issued by the Institute of Chartered Accountants of India), were appointed as the Statutory Auditors of the Company for a period of 3(three) years at the Forty Fourth Annual General Meeting of the Company held on 26th September, 2014.

As per the provision of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being sought for proposal contained in the Resolution set out at item No. 4 of the Notice.

The Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark. Further that there was no fraud reported by Auditors under sub-section (2) of Section 143 of the Companies Act, 2013 other than those reportable to the Central Government.

Cost Auditors

The Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants, to conduct the Audit of Cost Accounting Records of its products for the financial year 2014-2015.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2015 was originally 27th September, 2015 which was later extended. The Cost Audit Reports were filed by the Cost Auditor on 7th October, 2015 within the extended due date.

Further M/s. R. Nanabhoy & Co., Cost Auditors were re-appointed as the Cost Auditor of the Company for the year ending 31st March, 2016 by the Board of Directors at their meeting held on 28th May, 2015 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit for the Financial Year 2015-16 is completed and the Cost Audit Report has been received and the same will be filed with the Ministry of Corporate Affairs, Government of India within the stipulated time.

The Cost Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

The Board has appointed Mr. A. Sekar, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure-IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

VAT AUDITORS

As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

4. Buy Back of shares of the Company during the year under review.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. The Company is not required to submit Business Responsibility Report in pursuance of Regulation 34(2)(f) SEBI(LODR) Regulations, 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

MATERIAL ORDERS PASSED

No material Orders have been passed by any Authorities in respect of any matters with regards to the business of the Company.

STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary Disclosures, as required under various provisions of the Companies Act, 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Vendors, Media and Banks and look forward to their continued support. We appreciate continued co-operation received from various regulatory authorities including Department of Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and Depositories. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support.

For and on behalf of the Board

Dr. Jimmy Mirchandani

Place: Mumbai Chairman & Managing Director

Date: 11th August, 2016 DIN-00239021


Mar 31, 2015

The Directors have pleasure in presenting their 45th Annual Report on the operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

STANDALONE

PARTICULARS AS AT 31.03.2015 AS AT 31.03.2014

Total Revenue 23,563.47 23,512.73

Profit Before Tax, Interest & Deprection 3,820.50 4,264.70

Less: Interest 2,129.65 2,276.76

Depreciation 181.72 146.97

2,311.37 2,423.73

Profit Before Tax 1,509.13 1,840.97 Tax Expense 555.50 657.75

Deferred Tax (260.70) (2.46)

294.80 655.28

Profit for the year before Minority 1,214.33 1,185.68

Interest Minority Interest -

Profit for the year (PAT) 1,214.33 1,185.68

Exceptional Items 33.04 32.65

Balance Brought Forward 6,249.42 5,500.68

Amount available for appropriation 7,430.71 6,653.71

WDV of Assets W/off having zero 684.55 -

remaining useful life due to change in method of Depreciation in line with Companies Act, 2013

General Reserve 100.00 100.00 Legal Reserves

Proposed Dividend 260.09 260.08

Tax on Proposed Dividend 53.25 44.20

Surplus Carried Forward to Balance 6,332.82 6,249.43 Sheet

PARTICULARS CONSOLIDATED

AS AT 31.03.2015 AS AT31.03.2014

Total Revenue 30,609.31 29,969.06

Profit Before Tax, 5,646,98 5,928.91 Interest & Deprection

Less: Interest 2,413.04 2,527.16

Depreciation 985.48 869.41

Profit Before Tax 3,398.52 3,396.57 Tax Expense 2,248.46 2,532.34

Deferred Tax 555.50 294.80 Profit for the year (260.70) (2.46) before Minority Interest

Minority Interest 294.80 655.29 Profit for the year 1,719.20 1,877.05 (PAT)

Exceptional 33.04 32.70 Items

Balance Brought 9,197.81 7,870.82 Forward

Amount available for 10,883.97 9,462.65 appropriation

WDV of Assets W/off 684.55 - having zero remaining useful life due to change in method of Depreciation in line with Companies Act, 2013

General Reserve 100.00 100.00 Legal Reserves 35.59 -

Proposed Dividend 260.09 260.08 Tax on Proposed Dividend 53.25 44.20 Surplus Carried Forward 9,750.49 9,058.37 to Balance

Sheet

OPERATIONS-STAND ALONE

During the year under review, the earnings before Interest, Depreciation and Tax was Rs. 3,820.50 Lacs compared to Rs. 4,264.70 Lacs in the previous year. The Total Revenue for the year net of excise duty was Rs. 23,411.19 Lacs as against Rs. 23,286.50 Lacs in the previous year.. Profit after tax for the year was Rs. 1,214.33 Lacs compared to Rs. 1,185.68 Lacs in the previous year.

The Company is a major manufacturer and supplier of Chelated micronutrients, value added secondary nutrient fertilizers and also water soluble NPK fertilizers. In total, Aries has 64 brands. For detailed discussion please refer to the Management Discussion and Analysis Report forming part of this report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standards (AS) -21 on Consolidated Financial Statements, the Audited Consolidated Financial Statement is provided in the Annual Report.

The Consolidated Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBITDA) of the Group was Rs. 5,646.98 Lacs in the Financial Year 2014-15.. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 2,248.46 Lacs in the Financial Year 2014-15 compared to Rs. 2,532.34 Lacs in the Previous Year.

DIVIDEND

After considering earnings, requirement for funds and with the objective of rewarding the shareholders, the Directors have recommended a Dividend of 20 % being Rs. 21- per Equity Share of Rs. 10/- each (Previous Year 20% being Rs. 21- per Equity Share of Rs. 10/- each) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 313.34 Lacs including Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 100.00 Lacs to the General Reserve out of the current year's profit and the Balance aggregating to Rs. 6,332.82 Lacs is proposed to be retained in the Profit & Loss Account.

CREDIT RATING

The Company's financial discipline is reflected in the credit ratings ascribed by rating Agency as given below:

CRISIL Rating: Long Term BBB and Short Term A2.

FUTURE PROSPECTS:

During the previous financial year the Company consolidated its product range by phasing out brands which were showing marginal growth or brands which have substitutes within the existing Aries range of products. After this consolidation, the Company refrained from launching any new brands during 2014-15. Despite this, sales did not reduce and the consolidation has resulted in better efficiency which is expected to continue in 2015-16. The Company has also started a unique process of creating an offseason order book which projects specific requirements of finished goods based on which the inventory management system in various factories is being further strengthened. The company is also increasing its focus on institutional sales within India and business is expected to commence with a few retail channels to add to the distribution network. In addition, a range of projects focused on aquaculture which is not a seasonal business has commenced using existing Aries brand. Plantation irrigation districts, perennial crops and river basins are also a core part of the Company's future strategy to reduce to some extent, its rain dependence. Three new brands are being launched during the current Financial Year to fill gaps in the product mix. All of the above initiatives are expected to positively play out in terms of revenue growth during 2015-16.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of business of the Company during the year. There is no revision made in the Board's Report and whatever submitted herewith is the final Report.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Group. All endeavors are being taken to enhance safety standards and processes towards minimizing safety risks in all operations in the Company.

USE OF IPO PROCEEDS

Your Company made its maiden IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007 and as amended by the members at their Annual General Meeting held on 29th September, 2009. Accordingly the Company has utilized the IPO funds for the purposes for which it was raised.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 73 of the Companies Act, 2013 as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on 31st March, 2015.

SUBSIDIARIES & ASSOCIATE COMPANIES

Your Company has five subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited, Golden Harvest Middle East FZC and a Step Down Subsidiary viz Amarak Chemicals FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 and had no business activity in the financial year 2014-15 The Company incurred losses to the tune of Rs. 0.23 Lacs amongst others on account of Legal and Professional charges.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year 2009-10 in agricultural sprayers but discontinued the activity in the financial year 2013-14. During the Financial Year 2014-15 the Company did not have any Income and incurred a loss of Rs. 0.31 Lacs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

There was no business activity in other Subsidiary namely Aries Agro Produce Pvt. Ltd. During the Financial Year 2014-15 the Company has incurred a loss of Rs. 0.20 Lacs

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their Seventh Year of operation, has generated a total sale ofAED 229.88 Lacs(INR 3,830.78 Lacs) with a profit of AED 19.68 Lacs(INR 328.00 Lacs) for the year 2014-15.

M/s. Amarak Chemicals FZC, which is a Step Down Subsidiary of Aries Agro Limited with an installed capacity of 60,000 MT p.a., in their Fourth Full Year of operation, has generated a total sale of AED 280.68 Lacs(INR 4,677.25 Lacs) with a profit of AED 20.92 Lacs(INR 348.59 Lacs) for the year 2014-15.

Your Company has four Associate Companies viz Aries East- West Nutrients Private Limited, Aries Marketing Limited, Blossoms International Limited and Sreeni Agro Chemicals Limited. There were no business activities in any of these Companies during the Financial Year 2014-15.

As required under Section 129(3) of The Companies Act, 2013, annexed hereto are the Audited Financial Statements for the Year ended 31st March, 2015 of Golden Harvest Middle East FZC, Amarak Chemicals FZC,.Aries Agro Care Private Limited, Aries Agro Equipments Private Limited and Aries Agro Produce Private Limited.

A Statement in Form AOC-1 of Subsidiary & Associate Companies as prescribed under Section 129(3) of The Companies Act, 2013 read with Rule 5 of Companies(Accounts) Rules, 2014, is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary & Associates Companies is given in Note No. 27-A of the Notes to Accounts is forming part of the Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of Subsidiaries are available on the web-site of the Company.

All the above Indian Subsidiary & Associate Companies are un- listed and non-material Companies as defined under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks.

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTORS

As per the provisions of Section 152(6) of the Companies Act, 2013, 2/3RD of Non-Independent Directors will be liable to retire by rotation and out of which 1/3rd will retire by rotation this year. Accordingly Dr. Rahul Mirchandani and Mrs. Nitya Mirchandani are liable to retire by rotation and Dr. Jimmy Mirchandani, being Chairman and Managing Director will not retire by rotation.

Accordingly, it is proposed to appoint Mrs. Nitya Mirchandani, Director retiring by rotation and being eligible, offers herself for re-appointment. Accordingly, her re-appointment forms part of the Notice of ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from 1st April, 2014, Prof R. S. S. Mani, Mr. C. B. Chhaya and Mr. B. V. Dholakia's terms were extended and they were appointed for a term of five consecutive years in the Forty Fourth Annual General Meeting of the Company held on 26th September, 2014, and are not liable to retire by rotation. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges and there has been no change in the circumstances which may affect their status as Independent Director during the year.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship of transactions with the Company.

Familiarization Programme for Independent Directors----In order to familiarize the Independent Directors with the business of the Company presentation was made by the Chief Financial Officer covering nature and scope of business, nature of industry in which Company operates, profitability and future plans. Regularly at meetings updates are given to the Board. House journal as and when published is also sent to all the directors and their feedback are considered.

KEY MANAGERIAL PERSONNEL

The term of the appointment of Dr. Jimmy Mirchandani and Dr. Rahul Mirchandani as the Chairman & Managing Director and Executive Director, respectively, expires on 30th September, 2015. The Board of Directors at its Meeting held on 11th August, 2015 have re-appointed them as Chairman & Managing Director and Executive Director, respectively for a further period of 3(three) years from 1st October, 2015, subject to the approval of the Members at the ensuing Annual General Meeting. The Directors recommend their re-appointment. Accordingly their re-appointment forms part of the Notice of ensuing AGM.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, which came into effect from 1st April, 2014, the appointments of Mr. S. Ramamurthy, Chief Financial Officer and Mr. Qaiser P. Ansari, Company Secretary as Key Managerial Personnel of the Company were formalized.

MEETINGS OF BOARD

Four Meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an Annual Evaluation of its own performance and individual Directors pursuant to provisions of the Act and Corporate Governance requirements as prescribed by clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on basis of the criteria such as the Board Composition and Structure, Effectiveness of Board Process, Information and Functioning etc.

In a separate Meeting of the Independent Directors, performance of Non-Independent Directors, Performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

POLICY ON DIRECTORS'APPOINTMENTAND REMUNERATION AND OTHER DETAILS

The Company's Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the Board's Report.

DIRECTORS' RESPONSIBILITY STATEMENTS

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

1. in preparation of the Annual Accounts, applicable Accounting Standards have been followed and that there are no material departures;

2. they 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 the Affairs of the Company at the end of the financial year and of the profit of the Company for that year;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the Annual Accounts on a 'going concern' basis;

5. they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and review performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during the Financial Year 2014-15.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

Non-Executive Directors Ratio to median Remunerations

Mrs . Nitya Mirchandani 0.34:1

Prof R. S. S. Mani 0.57:1

Mr. Chakradhar Bharat Chhaya 0.59:1

Mr. Bhumitra Vinodchandra Dholakia 0.63:1

Executive Directors

Dr. Jimmy Mirchandani 34:1

Dr. Rahul Mirchandani 36:1

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Directors, Chief Financial Officer and % increase in Company Secretary Remuneration in the Financial Year

Dr. Jimmy Mirchandani -19.47%

Dr. Rahul Mirchandani -15.75%

Mamamurthy , Chief Financial Officer 8.92%

Mr. Qaiser P. Ansari Company Secretary 8.12%

3. The percentage increase in the median remuneration of employees in the financial year; 5.66%

4. The number of permanent employees on the rolls of Company; 753

5. The explanation on the relationship between average increase in remuneration and Company performance;

The reward Philosophy of the Company is to provide market competitive total reward opportunity that has a strong linkage to and drives performance culture. Every year, the salary increases for the Company are decided on individual performance parameters . The final salary increases given are a function of Company's market competitiveness in this comparator group as well as overall business affordability. During the year, similar approach was followed to establish the remuneration increases to the Employees. Variable compensation is an integral part of our total reward package and is directly linked to an individual performance rating and business performance. Salary increase during the year were in line with Company's performance as well as per Company's market competitiveness.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Aggregate Remuneration of Key Managerial 55.54

Personnel(KMP) in Financial year 2014-15 (Rs. LaCS) Revenue(Rs. LaCS) 23,411.19

Remuneration of KMPs(as % of Revenue) 0.24% Profit Before Tax(PBT) (Rs. LaCS) 1,509.13

Remuneration of KMPs(as % of PBT) 3.68%

7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year;

Particulars 31st March, 31st March, % 2015 2014 Change

Market Capitalization 13,745.59 7,425.48 85.11% (Rs. Crores)

Price Earnings Ratio 11.32 6.26 80.75%

8. Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Particulars 31st March, January, % Change 2015 2008(IPO)

Market Price(BSE) 105.70 130.00 -18.69

Market Price(NSE) 105.40 130.00 -18.92

9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average annual increase was around 7.95%, after accounting for promotions and other event based compensation revision.

There were no increase in the Managerial Remuneration(Directors Remuneration) during the year.

10. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company;

Dr. Jimmy Dr. Rahul Mr. S. Mr. Qaiser Mirchandani, Mirchandani, Ramamurthy, P. Ansari, Chairman & Executive Chief Company Managing Director Financial Secretary Director Officer

Remuneration- 81.20 84.68 33.62 21.92 FY-2014-15 (Rs. In Lacs)

Price Earnings Ratio 11.32

Revenue (Rs. In Lacs) 23,411.19

Remuneration as % of 0.35% 0.36% 0.14% 0.09% revenue

Profit Before Tax (PBT) 1,509.13 (Rs in Lakhs)

Remuneration as % 5.38% 5.61% 2.23% 1.45% of PBT

11. The key parameters for any variable component of remuneration availed by the Directors;

The Non-Executive Directors do not get any remuneration (including Commission) except the Sitting Fee. The Executive Directors are entitled for Commission within the overall limit of 10% and individually 5% as per the Act.

12. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

None

13. Affirmation that the remuneration is as per the Remuneration Policy of the Company.

The Company affirms remuneration is as per the Remuneration Policy of the Company.

The Statement containing Particular of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) AND 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 DRAWING REMUNERATION NOT LESS THAN Rs. 60 Lakhs p.a./Rs. Five Lakhs p.m. DURING THE YEAR 2014-15

SR. NAME DESGINATION REMUNERATION NATURE OF OTHER TERMS & No. RECEIVED EMPLOYMENT CONDITIONS Rupees

1 DR. JIMMY CHAIRMAN AND 81,20,000 CONTRACTUAL N.A. MIRCHA- NDANI MANAGING AFFAIRS OF DIRECTOR THE COMPANY

2 DR. RAHUL EXECUTIVE 84,67,604 CONTRACTUAL N.A. MIRCHA- NDANI DIRECTOR AFFAIRS OF THE COMPANY

NAME NATURE QUALIFICATION DATE OF AGE Last DUTY & EXPERIENCE COMMENCEMENT Employment held 31.03.2015

DR.JIMMY MANAGING B. Sc. MIRCHA- THE AF- (Vet); LLB 15.01.1976 59 N.A. NDANI FAIRS OF THE COM- PANY

DR.RAHUL MANAGING B.Com; CFA; MIRCHA THE AF- 02.02.1994 39 N. A. NDANI FAIRS OF THE COM- PANY

NAME % of Equity Whether Shares held Relative of held as on any Director 31.03.2015 or Manager and Name of such Director or MANAGER

DR.JIMMY 27.11 MIRCHANDANI Brother of Dr. Rahul Mirchandani & Brother in Law of Mrs. Nitya Mirchandani

DR.RAHUL 20.17 Brother of MIRCHANDANI Dr. Jimmy Mirchandani & Husband of Mrs. Nitya Mirchandani

ESOPS

The Company has not offered any ESOPS scheme to its Employees or Directors.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Aries Management System (AMS) that governs how the Company conducts its business and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode—email to the shareholders who preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in

the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees up to 31st March, 2016 to both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The Auditors' certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is also annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required to be disclosed by the Companies(Accounts) Rules, 2014 and forming a part of the Directors Report are as under: -

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity, LPG, Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

Solar system has been installed and commissioned for the manufacturing facility situated at Hyderabad. The unit has been operational since August 2014 and has generated 60,969 kws of power during the financial year 2014-15.

c. Impact of measures of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

i. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced. However the cost of production on account of power has increased due to increase in cost per unit.

d. Total energy consumption and energy consumption per unit of production

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- Our team of extension officers conducts continuous field demonstrations and extension work including large scale soil sampling, which provides constant updates on deficiency levels across all states in India.

- The Company's R&D at Mumbai is ISO 9001

certified and works on new product development and continuous quality checks. The manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company's expansion in that region.

2. Benefits derived as a result of the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Company's Plants and at Customer's end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

3. Future Plan of Action :

- Identifying customized formulations for new states where Aries is entering to sell their product range.

- Increase the nutrients range to include silicon based products.

- Identify more organic / natural source of plant nutrients and allied products.

4. Expenditure on R&D

Description For the year For the year ended 31st ended 31st March, 2015 March, 2014 (Rupees) (Rupees)

(I) Capital 59,131

(II) Recurring 3,845,961 3,224,931

(III) TOTAL 3,905,092 3,224,931

(IV) Total R & D expenditure as a % of

a. Gross Turnover 0.16 0.14

b. Net Turnover 0.17 0.14

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

International sales have commenced in Brazil, Taiwan, Vietnam, Sri Lanka, Pakistan, Australia, Ecuador, New Zealand, Singapore, UK, Trinidad and Zambia, with supplies from Indian and UAE factories. Distributors are being appointed in Brazil, Vietnam, Cambodia, Sri Lanka, New Zealand and Ecuador and we expect export and global sales to grow and form 35% of the group revenues of the Company by Financial Year 2014-15

2. Total Foreign Exchange used and earned:

Used : Rs. 30,98,00,769/- Earned: Rs. 1,36,12,149/-

3. Initiative for Exports

Our overseas manufacturing units (Subsidiaries) have started supplying Plant Nutrients & Secondary Nutrient to Australia, New Zealand, Kenya, Singapore, Taiwan, Sri Lanka, Pakistan, Brazil, Vietnam, Ecuador, Trinidad, Zambia, Cambodia, and United Kingdom. International sales accounted for 23 % of total group consolidated revenue and we believe that in the next 2 years exports and global sales is expected to remain at similar level.

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

DISCLOSURES

CSR Committee

The CSR Committee comprises Dr. Jimmy Mirchandani(Chairman), Dr. Rahul Mirchandani and Shri. B. V. Dholakia as other Members.

Audit Committee

The Audit Committee comprises Prof. R. S. S. Mani (Independent Director as Chairman), Shri. B. V. Dholakia(Independent Director) and Dr. Rahul Mirchandani as Members.

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

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement is in place. Protected disclosures can be made by a Whistle Blower in writing or through an e-mail, to the Chairman of the Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN & SECURITIES PROVIDED

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with Related parties pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies(Accounts) Rule, 2014 are given in Annexure-I in Form AOC-2 and the same forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-II of this Report in the format prescribed in the Companies(Corporate Social

Responsibility Policy) Rules, 2014. The Policy is available on the Web-Site of the Company.

Your Company continues to demonstrate a strong commitment towards providing products which do not hamper the soil and crop eco systems. A detailed Report on Corporate Social Responsibility is annexed to this Report.

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act, 2013 the Extract of the Annual Return is given in Annexure-III in prescribed Format MGT-9, which forms part of this Report.

AUDITORS & AUDITORS REPORTS

Statutory Auditors

M/s. Kirti D. Shah & Associates, Chartered Accountants, Mumbai,(Membership No. 32371 and having Peer Review Certificate issued by the Institute of Chartered Accountants of India), were appointed as the Statutory Auditors of the Company for a period of 3(three) years at the Forty Fourth Annual General Meeting of the Company held on 26th September, 2014.

As per the provision of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by Members at every AGM. Accordingly, ratification of the Members is being sought for proposal contained in the Resolution set out at item No. 4 of the Notice.

The Statutory Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants, to conduct the Audit of Cost Accounting Records of its products for the financial year 2013-2014.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2014 was 30th September, 2014 and the Cost Audit Reports were filed by the Cost Auditor on 27th September, 2014.

Further M/s. R. Nanabhoy & Co., Cost Auditors were re-appointed as the Cost Auditor of the Company for the year ending 31st March, 2015 by the Board of Directors at their meeting held on 30th May,

2014 after ensuring their eligibility and obtaining the letter of eligibility from them. The Company's Cost Audit for the Financial Year 2014-15 is under process and the Company will file the Cost Audit Report within 6 month's of the end of the Financial Year-2014-15 i.e. on or before 30th September, 2015.

Secretarial Auditors

The Board has appointed Mr. A. Sekar, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-IV to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

VAT AUDITORS

As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

4. The Company has not resorted to any Buy Back of its shares during the year under review.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

7. The Company is not required to submit Business Responsibility Report in pursuance of clause 55 of the Listing Agreement.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal Mechanism pertaining to Sexual Harassment of Women employees at workplace. There was no complaint received during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Vendors, Media and Banks and look forward to their continued support. We appreciate continued co-operation received from various regulatory authorities including Department of Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and Depositories. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support. For and on behalf of the Board,

Dr. Jimmy Mirchandani

Place: Mumbai Chairman & Managing Director

Date: 11th August, 2015 DIN-00239021


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 44th Annual Report on the operations of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lakhs)

PARTICULARS AS AT 31.03.2014 AS AT 31.03.2013

Total Revenue 23,512.73 18,999.06

Profit Before Tax Interest 4,476.20 3,688.75 & Depreciation

Less: Interest 2,488.27 2100.54

Depreciation 146.96 184.77

ProfitBefore Tax 1,840.97 1,403.44

Provision for Taxation 657.75 7.85

Deferred Tax (2.46) 655.29 424.80 432.66

Profit After Tax 1,185.68 970.79

Balance Brought Forward 5,500.69 4,894.77

Exceptional Items 32.66 32.66 36.65 36.65

Amount available for appropriation 6,653.71 5,828.91

General Reserve 100.00 100.00

Proposed Dividend 260.08 1 95.07

Tax on Proposed Dividend 44.20 33.15

Surplus Carried Forward 6,249.43 5,500.69 to Balance Sheet

OPERATIONS

During the year under review, the earnings before Interest, Depreciation and Tax was Rs. 4,476.20 Lakhs compared to Rs. 3,688.75 Lakhs in the previous year. The Total Revenue for the year net of excise duty was Rs. 23,286.50 Lakhs as against Rs. 18,675.87 Lakhs in the previous year reflecting in an increase of 24.69 %. Profit after tax for the year was Rs. 1,185.68 Lakhs compared to Rs. 970.79 Lakhs in the previous year.

The Company is a major manufacturer and supplier of Chelated micronutrients, value added secondary nutrient fertilizers and also water soluble NPK fertilizers. In addition, we also have a growing range of farm sprayers in our product portfolio. In total, Aries has 65 brands. For detailed discussion please refer to the Management Discussion Analysis forming part of this report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standards (AS) - 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statement is provided in the Annual Report.

The Consolidated Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBITDA) of the Group was Rs. 62.38 Crores in the Financial Year 2013-14, higher by 19% over the Previous Year. Consequently, the Consolidated Profit Before Exceptional Items and Taxes (PBT) was Rs. 25.32 Crores in the Financial Year 2013-14 compared to Rs. 20.25 Crores in the Previous Year.

DIVIDEND

After considering improved earnings, requirement for funds and with the objective of rewarding the shareholders, the Directors have recommended a Dividend of 20 % being Rs. 2/- per Equity Share of Rs. 10/- each (Previous Year 15% being Re. 1.50 per Equity Share of Rs. 10/- each) subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outflow of Rs. 304.29 lakhs including Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 100.00 Lakhs to the General Reserve out of the current year''s profit and the Balance aggregating to Rs. 6,249.43 Lakhs is proposed to be retained in the Profit & Loss Account.

FUTURE PROSPECTS

The Company has consolidated its product range into 65 brands split into 5 major categories namely multi micronutrient complexes, chelated micronutrients, single specialty nutrients, water soluble NPKs and sprayers. A number of brands which were showing marginal growth or which substitutes within the existing range have been phased out.

The Company has begun sales of a unique product for biological control of pests using horticultural mineral oil. This product has been launched in the name of Hortimin in two grades, one for apple crop and one for fruits and vegetables and is expected to yield good volumes in the coming years. The Company is also in the process of launching new nutritional products that provide silicon, iron and soil conditioning benefits. The Company''s flagship brand, Agromin for soil application has successfully been launched in a new and improved granular form which provides slow release of essential micronutrients customized to the needs of various crops.

The Company has also strengthened its efforts in promoting products in the institutional, government and international markets. The total revenue earned in this segment now constitutes 5% of the total revenue.

SAFETY AND HEALTH

The health and safety of the employees across its operations remains the highest priority for the Group. All endeavours are being taken to enhance safety standards and processes towards minimising safety risks in all operations in the Company.

USE OF IPO PROCEEDS

Your Company made its maiden IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007 and as amended by the members at their Annual General Meeting held on 29th September, 2009. Accordingly the Company has utilized the IPO funds for the purposes for which it was raised.

DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956/ Section 73 of the Companies Act, 2013.

SUBSIDIARIES

Your Company has five subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited, Golden Harvest Middle East FZC and a Step Down Subsidiary viz Amarak Chemicals FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the financial year 2012-13 and had no business activity in the financial year 2013-14. The Company incurred losses to the tune of Rs 0.90 Lakhs amongst others on account of amortisation and legal and professional charges.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year 2009-10 in agricultural sprayers but discontinued the activity in the financial year 2013-14. During the Financial Year 2013-14 the Company has a small Turnover of Rs. 0.54 Lakhs and incurred a loss of Rs. 10.12 Lakhs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

There was no business activity in other Subsidiary namely Aries Agro Produce Pvt. Ltd. During the Financial Year 2013-14 the Company has incurred a loss of Rs. 0.24 Lakhs As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their sixth year of operation, has generated a total sale of AED 213.95 Lakhs(INR 3,326.77 Lakhs) with a profit of AED 18.74 Lakhs(INR 291.33 Lakhs) for the year 2013-14.

M/s. Amarak Chemicals FZC, which is a step down Subsidiary of Aries Agro Limited with an installed capacity of 60,000 MT p.a., in their fourth year of operation, has generated a total sale of AED 305.99 Lakhs(INR 4,757.99 Lakhs) with a profit of AED 26.27 Lakhs(INR 410.85 Lakhs) for the year 2013-14.

As required under Section 212 of The Companies Act, 1956, annexed hereto are the Audited Statement of accounts, the Reports of the Board of Directors and Auditors'' Reports for the year ended 31st March, 2014 of Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited, Golden Harvest Middle East FZC. and Amarak Chemicals FZC.

A Statement of Subsidiary Companies as prescribed under Section 212 of the Companies Act, 1956, is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary Companies given in Note No. 27-A of the Notes to Accounts is forming part of the Annual Report.

All the above Indian subsidiary Companies are non-material, non-listed Companies as defined under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks attributable to the Industry.

DIRECTORS

As per the provisions of Section 152(6) of the Companies Act, 2013, 2/3RD of Non-Independent Directors will be liable to retire by rotation and out of which 1/3rd will retire by rotation this year. Accordingly Dr. Rahul Mirchandani and Mrs. Nitya Mirchandani are liable to retire by rotation and Dr. Jimmy Mirchandani, being Chairman and Managing Director will not retire by rotation.

Since Mrs. Nitya Mirchandani is appointed as an Additional Director, it is proposed to appoint Dr. Rahul Mirchandani, Executive Director by retirement by rotation and being eligible, offers himself for re- appointment. Accordingly, his re-appointment forms part of the notice of ensuing Annual General Meeting.

Mrs. Nitya Mirchandani was appointed as an Additional Director on the Board of Directors of the Company with effect from 30th May, 2014 as a Woman Director. She ceases to be a Director on the date of the 44th Annual General Meeting. Notice under Section 160 of the Companies Act, 2013 has been received in respect of her appointment as Director on the Board and accordingly her appointment is proposed as a Director at the forthcoming Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. Since all the Independent Directors are current Directors and only their terms are being extended and hence the provisions of Section 160 of the Companies Act, 2013 are not applicable.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Akshay Mirchandani has resigned from the Directorship of the Company and his resignation has been accepted by the Board at its meeting held on 30th May, 2014. The Board places on record its appreciation to the contribution made by Mr. Akshay Mirchandani during his tenure with the Company.

APPOINTMENT OF COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956. Company has appointed M/s. R. Nanabhoy & Co., Cost Accountants, to conduct the audit of cost accounting records of its products for the financial year 2013-2014.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2013 was 30th September, 2013 and the Cost Audit Reports were filed by the Cost Auditor on 25th September, 2013.

Further M/s. R. Nanabhoy & Co., Cost Auditors were re-appointed as the Cost Auditor of the Company for the year ending 31-03-2015 by the Board of Directors at their meeting held on 30th May, 2014 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit is completed and the Company will file the Cost Audit Report within 6 months of the end of the Financial Year-2013-14 i.e. on or before 30th September, 2014.

APPOINTMENT OF AUDITORS AND AUDIT REPORT

M/s. Kirti D. Shah & Associates(Membership No. 32371), the Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible and holding Peer Review Certificate issued by the Institute of Chartered Accountants of India, offer themselves for re-appointment. It is proposed to appoint them for a period of three years subject to ratification every year.

There is no qualification in the Audit Report.

DIRECTORS'' RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' responsibility statement, it is hereby confirmed that:

1. In preparation of the Annual Accounts, applicable Accounting Standards have been followed and that there are no material departures

2. The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of the Affairs of the Company at the end of the financial year and of the profit of the Company for that year;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. Annual Accounts have been prepared on a ''going concern'' basis.

GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode-email to the shareholders who have who preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited (BSE) and National Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees upto 31st March, 2015 to both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The Auditors'' certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is also annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of the Board of Directors} Rules, 1988 and forming a part of the Directors Report are as under: -

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-

i. Close monitoring of consumption of electricity, LPG, Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

Solar system has been finalized for the manufacturing facility situated at Hyderabad.

c. Impact of measures of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

i. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced. However the cost of production on account of power has increased due to increase in cost per unit.

d. Total energy consumption and energy consumption per unit of production

*Gas Supply started from 22.12.2012 from Sabarmati Gas Limited

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specific Areas in which Research and Development was carried out by the Company.

* There is a continuous focus on University research on specialty plant nutrition which continues across India.

* Our team of extension officers conducts continuous field demonstrations and extension work including large scale soil sampling, which provides constant updates on deficiency levels across all states in India.

* The Company''s R&D at Mumbai is ISO 9001 certified and works on new product development and continuous quality checks. The new manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company''s expansion in that region.

2. Benefits derived as a result of the above efforts.

* Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

* Cost reduction, import substitution, safer environment and strategic resource management.

* Meeting the statutory requirements.

3. Future Plan of Action:

* Identifying customized formulations for new states where Aries is entering to sell their product range.

* Increase the nutrients range to include silicon based products.

* Identify more organic / natural source of plant nutrients and allied products.

4. Expenditure onR&D

Description For the year For the year ended ended 31st March, 31st March, 2014 2013

(Rupees) (Rupees)

(I) Capital - 97,546

(II) Recurring 3,224,931 2,653,776

(III) TOTAL 3,224,931 2,751,322

(IV) Total R & D expenditure as a % of

a. Gross Turnover 0.14 0.14

b. Net Turnover 0.14 0.15

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

GENERAL DISCLOSURES

Notes forming part of the Accounts are self-explanatory. As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit. The Company has not resorted to any Buy Back of its shares during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continues to demonstrate a strong commitment towards providing products which do not hamper the soil and crop eco systems. A detailed Report on Corporate Social Responsibility is annexed to this report.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Vendors, Media and Banks and look forward to their continued support. We appreciate continued co-operation received from various regulatory authorities including Department of Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and Depositories. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support.

For and on behalf of the Board,

Place: Mumbai Dr. Jimmy Mirchandani Date: 13th August, 2014 Chairman & Managing Director


Mar 31, 2013

To The Members of Aries Agro Limited

The Directors have pleasure in presenting their 43rd Annual Report on the operations of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. In Lakhs) PARTICULARS AS AT 31.03.2013 AS AT 31.03.2012

Total Revenue 18,999.06 19,694.09

Profi t Before Tax Interest & 3,688.75 3,930.76

Depreciation

Less: Interest 2100.54 2,091.88

Depreciation 184.77 188.64

Profi t Before Tax 1,403.44 1,650.24

Provision for Taxation 7.85 546.00

Deferred Tax 424.80 432.66 6.01 552.01

Profi t After Tax 970.79 1,098.23

Balance Brought Forward 4,894.77 4,227.63

Exceptional Items 36.65 36.65 53.62 53.62

Amount available for 5,828.91 5,272.24 appropriation

General Reserve 100.00 150.00

Proposed Dividend 195.07 195.07

Tax on Proposed Dividend 33.15 32.40

Surplus Carried Forward to 5,500.69 4,894.77

Balance Sheet

OPERATIONS

During the year under review, the earnings before Interest, Depreciation and Tax was Rs. 3,688.75 Lakhs compared to Rs 3,930.75 Lakhs in the previous year. The Total Revenue for the year net of excise duty was Rs.18,675.87 Lakhs as against Rs. 19,162.38 Lakhs in the previous year refl ecting in a decline of 2.54%. Profi t after tax for the year was Rs. 970.79 Lakhs compared to Rs. 1,098.23 Lakhs in the previous year. Despite marginal reduction in turnover the profi tability of the Company as a percentage has more or less remained fl at.

The Company is a major manufacturer and supplier of Chelated micronutrients, value added secondary nutrient fertilizers and also water soluble NPK fertilizers. In addition, we also have a growing range of farm sprayers and plant protection chemicals, including pesticides, insecticides, fungicides and herbicides in our product portfolio. In total, Aries has 84 brands. For detailed discussion please refer to the Management Discussion Analysis forming part of this report.

DIVIDEND

After considering the impact of delayed monsoon, requirement of the fund and objective of rewarding the shareholders the Directors have recommended a Dividend of 15 % being Rs. 1.50 per Equity Share of Rs. 10/- each subject to your approval at the ensuing Annual General Meeting. The Dividend, if approved, will result in an outfl ow of Rs. 228.21 lakhs including Dividend Distribution Tax.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 100.00 Lakhs to the General Reserve out of the current year''s profi t and the Balance aggregating to Rs. 5,500.69 Lakhs is proposed to be retained in the Profi t & Loss Account.

FUTURE PROSPECTS

The Company is phasing out its plant protection range of traded products and shall continue with only manufactured products of Plantomycin and Agronaa under this category.

The Company has also identifi ed a unique product for biological control of pests using horticultural mineral oil procured from one of India''s largest Oil refi ning Company. This product will be launched in the name of Hortimin in two grades, one for apple crop and one for fruits and vegetables.

The Company understands that acute power shortages are causing extreme hardship to the farmers. Farm labour is required at odd hours to travel to the fi eld to switch on/off and manage water pumps. To solve this problem, the Company is launching Aries Moto Control, which is a state of the art system to switch on/off and manage water fl ow in the fi elds using the farmer''s mobile phone. This will ensure that farmers can save on labour costs and remotely manage their water pumps even if they are not physically present at or near the fi eld.

The Company has also put in place a dedicated team to promote the product range in institutional, government and international markets. This focused activity may result in an increase of about Rs.1,000/- Lakhs to the Company''s revenue . This trend is expected to continue.

USE OF IPO PROCEEDS

Your Company had come out with its maiden IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007 and as amended by the members at their Annual General Meeting held on 29th September, 2009. Accordingly the Company has utilized the IPO funds for the purposes for which it was raised.

DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956.

SUBSIDIARIES

Your Company has fi ve subsidiaries viz Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited, Golden Harvest Middle East FZC and a Step Down Subsidiary viz Amarak Chemicals FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 but discontinued the activity in the fi nancial year 2012-13. The Company, however, incurred losses to the tune of Rs 5.96 Lakhs amongst others on account of amortisation and legal and professional charges.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year 2009-10 in agricultural sprayers. During the Financial Year 2012-13 the Company has a Turnover of Rs. 113.09 Lakhs with profi t after tax of Rs. 7.73 Lakhs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

There was no business activity in other Subsidiary namely Aries Agro Produce Pvt. Ltd. During the Financial Year 2012-13 the Company has incurred a loss of Rs. 0.23 Lakhs

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their fi fth year of operation, has generated a total sale of AED 244.35 Lakhs(INR 3,498.77 Lakhs) with a profi t of AED 21.28 Lakhs(INR 304.73 Lakhs) for the year 2012-13.

M/s. Amarak Chemicals FZC, which is a step down Subsidiary of Aries Agro Limited with an installed capacity of 60,000 MT p.a., in their third year of operation, has generated a total sale of AED 310.27 Lakhs(INR 4,442.63 Lakhs) with a profi t of AED 18.15 Lakhs(INR 259.88 Lakhs) for the year 2012-13.

As required under Section 212 of The Companies Act, 1956, annexed hereto are the Audited Statement of accounts, the Reports of the Board of Directors and Auditors'' Reports for the year ended 31st March, 2013 of Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited, Golden Harvest Middle East FZC. and Amarak Chemicals FZC.

A Statement of Subsidiary Companies as prescribed under Section 212 of the Companies Act, 1956, is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary Companies given in Note No. 27-A of the Notes to Accounts is forming part of the Annual Report.

All the above subsidiary Companies are non-material, non-listed Companies as defi ned under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks attributable to the Industry.

DIRECTORS

Dr. Rahul Mirchandani and Mr. C. B. Chhaya retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly, their re-appointment forms part of the notice of ensuing Annual General Meeting.

Mr. Bhumitra Vinodchandra Dholakia was appointed as an Additional Director on the Board of Directors of the Company with effect from

13th November, 2012 as an Independent Director. He ceases to be a Director on the date of the 43rd Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received in respect of his appointment as Director on the Board and accordingly his appointment is proposed as a Director at the forthcoming Annual General Meeting.

APPOINTMENT OF COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956. Company has appointed M/s. R. Nanabhoy & Co., Cost Accountant, to conduct the audit of cost accounting records of its products for the fi nancial year 2012-2013.

The due date for fi ling the Cost Audit Reports in XBRL mode for the fi nancial year ended March 31, 2012 was February 28, 2013 and the Cost Audit Reports were fi led by the Cost Auditor on February 21. 2013.

Further M/s. R. Nanabhoy & Co., Cost Auditors were re-appointed as the Cost Auditor of the Company for the year ending 31-03-2014 by the Board of Directors at their meeting held on 30th May, 2013 after ensuring their eligibility and obtaining the letter of eligibility from them.

The Company''s Cost Audit is completed as the Company is required to fi le the Cost Audit Report within 6 months of the end of the Financial Year-2012-13 i.e. on or before 30th September, 2013.

APPOINTMENT OF AUDITORS AND AUDIT REPORT

M/s. Kirti D. Shah & Associates(Membership No. 32371), the Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible and holding Peer Review Certifi cate issued by the Institute of Chartered Accountants of India, offer themselves for re-appointment.

There is no qualifi cation in the Audit Report.

DIRECTORS'' RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' responsibility statement, it is hereby confi rmed that:

1. In preparation of the Annual Accounts, applicable Accounting Standards have been followed and that there are no material departures

2. The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of the Affairs of the Company at the end of the fi nancial year and of the profi t of the Company for that year;

3. The Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. Annual Accounts have been prepared on a ''going concern'' basis.

GREEN INITIATIVES

The Company has started transmitting Annual Report through electronic mode—email to the shareholders who have who preferred to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

LISTING

The Equity Shares of the Company are listed at BSE Limited(BSE) and National Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees upto 31st March, 2014 to both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The Auditors'' certifi cate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of the Board of Directors} Rules, 1988 and forming a part of the Directors Report are as under: -

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:-i. Close monitoring of consumption of electricity, LPG,

Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air

Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

Solar system has been fi nalized for the manufacturing facility situated at Hyderabad.

c. Impact of measures of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

i. Due to measures taken as described above, the overall power and fuel oil consumption at plants and offi ce has reduced. However the cost of production on account of power has increased due to increase in cost per unit.

d. Total energy consumption and energy consumption per unit of production

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specifi c Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- Our team of extension offi cers conducts continuous fi eld demonstrations and extension work including large scale soil sampling, which provides constant updates on defi ciency levels across all states in India.

- The Company''s R&D at Mumbai is ISO 9001 certifi ed and works on new product development and continuous quality checks. The new manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company''s expansion in that region.

- Our ISO 9001 certifi cation has now been upgraded from the ISO 9001:1998 standard to the latest ISO 9001:2008 standards.

2. Benefi ts derived as a result o the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Company''s Plants and at Customer''s end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

3. Future Plan of Action :

- Evaluation of potential Customized Crop Specifi c combinations for enhancement nutrients.

- Design of secondary packaging automation for chelamin and other brands.

4. Expenditure on R & D

Description For the year For the year ended ended

31st March, 2013 31st March, 2012

(Rupees) (Rupees)

(I) Capital 97,546 52,506

(II) Recurring 26,53,776 21,85,106

(III) TOTAL 27,51,322 22,37,615

(IV) Total R & D expenditure as a % of

a. Gross Turnover 0.14 0.12

b. Net Turnover 0.15 0.12

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. Benefi ts

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

International sales have commenced in 11 countries with supplies from Indian and UAE factories. Distributors are being appointed on an own going basis and we expect export and global sales to continue to grow and form 25 % of the group revenues of the Company by Financial Year 2013-14

2. Total Foreign Exchange used and earned: Used : Rs. 31,92,38,191/-Earned: Rs. 3,36,06,545/-

3. INITIATIVE FOR EXPORTS

Our overseas manufacturing units(Subsidiaries) have started supplying Sulphur Bentonite to key fertilizer companies in India and also in other countries including Brazil, Australia and Newzealand. International sales accounted for 32% percentage of total group consolidated revenue and we believe that in the next 2 years exports and global sales is expected to remain at similar level.

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

GENERAL DISCLOSURES

Notes forming part of the Accounts are self-explanatory. As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit. The Company has not resorted to any Buy Back of its shares during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Your Company continues to demonstrate a strong commitment towards providing products which do not hamper the soil and crop eco systems. A detailed Report on Corporate Social Responsibility is annexed to this report.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Vendors, Media and Banks and look forward to their continued support. We appreciate continued co-operation received from various regulatory authorities including Department of Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and Depositories. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support.

For and on behalf of the Board,

Place: Mumbai Dr. Jimmy Mirchandani

Date: 14th August, 2013 Chairman & Managing Director


Mar 31, 2011

The Members,

Aries Agro Limited

The Directors have pleasure in presenting their 41st Annual Report on the operations of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs In Lakhs)

PARTICULARS AS AT 31.03.2011 AS AT 31.03.2010

Turnover 15,825.75 13,974.61

profit Before Tax Interest 3,662.33 2,921.57 & Depreciation

Less: Interest 1,245.95 867.62

Depreciation 180.55 159.83

profit Before Tax 2,235.83 1,894.12

Provision for Taxation 705.00 535.00

Deferred Tax 59.03 764.03 103.09 638.09

profit After Tax 1,471.80 1,256.03

Balance Brought Forward 3,292.73 2,556.10

Prior Period Expense - 132.12

Exceptional Items 33.62 33.62 9.82 141.94

Amount available for 4,730.91 3,670.19 appropriation

General Reserve 200.00 150.00

Proposed (Final) Dividend 130.04 195.06

Interim Dividend Paid 130.04

Tax on Interim & Proposed 43.20 32.40

Dividend

Surplus Carried Forward 4,227.63 3,292.73 to Balance Sheet

OPERATIONS

During the year under review, the earnings before Interest, Depreciation and Tax was Rs 3,662.33 compared to Rs 2,921.57 Lakhs in the previous year. As at March'2011, the Gross Fixed Asset was Rs 4,207.93 compared to Rs 4,060.74 Lakhs in the previous year. The Turn Over for the year was Rs 15,825.75 Lakhs as against Rs 13,974.61 Lakhs in the previous year refecting a growth of 13.25 %. profit after tax for the year was Rs 1,471.80 compared to Rs 1,256.03 Lakhs in the previous year.

The Company is a major manufacturer and supplier of Chelated micronutrients, value added secondary nutrient fertilizers and also water soluble NPK fertilizers. In addition, we also have a growing range of farm sprayers and plant protection chemicals, including pesticides, insecticides, fungicides and herbicides in our product portfolio. In total, Aries has 85 brands. For detailed discussion please refer to the Management Discussion Analysis forming part of this report.

DIVIDEND

The Company has paid Interim Dividend at Rs 1.00 per share (10 %) aggregating to Rs 1,30,04,339/- plus dividend distribution tax of Rs 21,59,858/- as per the resolution passed in the meeting of Board of Directors held on 28th January, 2011 .

Based on the performance of your Company, Interim Dividend @ 10% was declared and paid in January/February, 2011 and now your Directors are pleased to recommend a Final Dividend of 10 % being Rs 1/- per Equity Share of Rs 10/- each subject to your approval at the ensuing Annual General Meeting. The Final Dividend, if approved, will result in an outfow of Rs 151.64 lakhs including Dividend Distribution Tax.

CREDIT RATING-FOR BORROWING

CRISIL Limited, one of the leading external Rating Agency, has rated your Company as under:

Sr. No. Facility Rating

1 Long-Term Loan A-/Stable

2 Cash Credit A-/Stable

3 Letter of Credit P2

4 Bank Guarantee P2

FUTURE PROSPECTS:

The Company is in the process of launching 10 new products in phases during 2011-12. The product selected includes Organic Soil Conditioners, Specialty Micronutrients and Secondary Nutrients, Gibberellic Acid, Plant Protection Chemicals and specialized products for niche products like apple and other stone fruits. The Company is also entering new markets in India by expanding our distribution activities in states like Kashmir, Kerala, Manipur and Goa.

Our overseas manufacturing operations including M/s. Amarak Chemicals FZC manufacturing Sulphur Bentonite and M/s. Golden Harvest Middle East FZC manufacturing Chelates and Soluble Boron, are now in full production. We have secured orders for Sulphur Bentonite from 4 key fertilizer companies in India and also some other countries including Pakistan and Australia. The demand for these products in India through our distribution network is growing manifold. We believe about 1/3rd of the total capacity of 60,000 MT p.a. will be utilized during 2011-12.

The demand for our products in the South Asian region and the Middle East is growing and we believe that M/s. Golden Harvest Middle East FZC will require expansion of its manufacturing capacity very soon. In addition to export markets, the Company has also set up a team to look into institutional sales in India covering major fertilizer manufacturers, State Governments and large seed producers. This will open up new opportunities to expand bulk business in India.

INITIATIVE FOR EXPORTS

The Company has commenced international sales in 3 countries with supplies from Indian and UAE factories. Distributors have been appointed for these overseas markets. We believe, 2011-12 will witness a marked increase in our export and global sales which will rapidly grow to form 33% of the total group revenue of the Company by Financial Year 2011-2012.

USE OF IPO PROCEEDS

Your Company had come out with its maiden IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007 and as amended by the members at their Annual General Meeting held on 29th September, 2009. Accordingly the Company has utilized the IPO funds for the purposes for which it was raised.

DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956.

SUBSIDIARIES

At the beginning of the Financial Year 2010-11 the Company had four subsidiaries, Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited and Golden Harvest Middle East FZC.

During the Financial Year the Company's Overseas Subsidiary viz M/S Golden Harvest Middle East FZC has on 30.12.2010 acquired 75% Shares of M/S Amarak Chemicals FZC based in Fujairah Free Zone, UAE by virtue of which M/S Amarak Chemicals FZC has become a Step Down Subsidiary of Aries Agro Limited w.e.f. 30.12.2010.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 and during the Financial Year 2010-11 the Company has ended with a total revenue of Rs 46.71 Lakhs and incurred a loss of Rs 8.47 Lakhs.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year 2009-10 in agricultural sprayers. During the Financial Year 2010-11 the Company has a Turnover of Rs 358.13 Lakhs with profit after tax of Rs 41.80 Lakhs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

No business activity took place in other Subsidiary namely Aries Agro Produce Pvt. Ltd.

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their third year of operation, has generated a total sale of AED 2,80,77,550/- with a profit of AED 44,87,858/-.

M/s. Amarak Chemicals FZC, became Subsidiary of M/S. Golden Harvest Middle East FZC w.e.f. 30.12.2010 consequently it became a step down Subsidiary of Aries Agro Limited. M/s. Amarak Chemicals FZC with an installed capacity of 60,000 MT p.a., has generated a total sale of AED 63,38,456/- with a profit of AED 5,68,571/- for the year 2010-11.

As required under Section 212 of The Companies Act, 1956, annexed hereto are the Audited Statement of accounts, the Reports of the Board of Directors and Auditors' Reports for the year ended 31st March, 2011 of Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited, Golden Harvest Middle East FZC. And Amarak Chemicals FZC.

A Statement of Subsidiary Companies as prescribed under Section 212 of the Companies Act, 1956, is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary Companies given in Note No. 9 - A of the Notes to Accounts is forming part of the Annual Report.

All the above subsidiary Companies are non-material, non-listed Companies as defned under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks attributable to the Industry.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Akshay Mirchandani and Mr. C. B. Chhaya retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly their re-appointment forms part of the notice of ensuing Annual General Meeting.

APPOINTMENT OF COST AUDITORS

M/s. R. Nanabhoy & Co., Cost Auditors were appointed as the Cost Auditor of the Company for the year ending 31-03-2012 by the Board of Directors in their meeting held on 12th May, 2011 after ensuring their eligibility and obtaining the letter of eligibility from them. The Company is required to get the Cost Audit completed and the Report fled within 6 months of the end of the Financial Year-2011-12 i.e. on or before 30th September, 2012.

DIRECTORS' REPLY TO OBSERVATIONS / REMARKS MADE IN AUDITORS' REPORT (Para iii (d) of the Auditors' Report)

The Auditors have in their Audit Report commented that the Company has not provided for Leave Encashment as per Accounting Standard 15. The Leave Encashment pertains only to Managerial Staff and is accounted on cash basis.

APPOINTMENT OF AUDITORS

M/s. Kirti D. Shah & Associates(Membership No. 32371), the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible and holding Peer Review Certifcate issued by the Institute of Chartered Accountants of India, offer themselves for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' responsibility statement, it is hereby confrmed that:

1. In preparation of the Annual Accounts, applicable Accounting Standards have been followed and that there are no material departures

2. The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of the Affairs of the Company at the end of the fnancial year and of the profit of the Company for that year;

3. The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. Annual Accounts have been prepared on a ‘going concern' basis.

LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees upto 31st March, 2012 to both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to this report. The Auditors' certifcate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIgN EXChANgE EARNINg & OuTgO

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of the Board of Directors} Rules, 1988 and forming a part of the Directors Report are as under: -

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was:

a. Energy Conservation measures taken:- i. Close monitoring of consumption of electricity, LPG,

Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

i. installation of energy efficient lights in the office and factory

ii. installation of LED lights.

c. Impact of measures of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

i. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced and reduction in the cost of production is achieved.

d. Total energy consumption and energy consumption per unit of production

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) RESEARCH AND DEVELOPMENT:

1. Specifc Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- Our team of extension officers conducts continuous feld demonstrations and extension work including large scale soil sampling, which provides constant updates on defciency levels across all states in India.

- The Company's R&D at Bombay is ISO 9001 certifed and works on new product development and continuous quality checks. The new manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Company's expansion in that region.

- Our ISO 9001 certifcation has now been upgraded from the ISO 9001:1998 standard to the latest ISO 9001:2008 standards.

2. benefits derived as a result o the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Company's Plants and at Customer's end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

3. Future Plan of Action :

- Evaluation of potential Customized Crop Specifc combinations for enhancement nutrients.

- Design of secondary packaging automation for chelamin and other brands.

4. Expenditure on R & D

Description For the year For the year ended ended 31st March, 31st March, 2011 2010 (Rupees) (Rupees)

(I) Capital 7,110 284,540

(II) Recurring 2,100,226 2,444,030

(III) TOTAL 2,107,336 2,728,570

(IV) Total R & D expenditure as a % of

a. Gross 0.23 0.20 Turnover

b. Net 0.14 0.20 Turnover

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

GENERAL

Notes forming part of the Accounts are self-explanatory. As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit. The Company's Building, Machineries, Stores and Stocks in Trade etc. are fully covered against all insurance risks.

GROUP

The List of persons constituting "Group" (within the meaning as defned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the Securities Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations 1997 as provided in Clause 3(1)(i) of the said Regulations is given in the Report on the Corporate Governance.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Vendors, Media and Banks and look forward to their continued support. We appreciate continued co-operation received from various regulatory authorities including Department of Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and Depositories. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support.

For and on behalf of the Board,

Place: Mumbai Dr. Jimmy Mirchandani

Date: 10th August, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 40th Annual Report on the operations of the Company together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS

PARTICULARS AS AT 31.03.2010 AS AT 31.03.2009

Turnover 13,974.61 11,044.42

Profit Before Tax Interest 2,921.57 1,182.07 & Depreciation

Less: Interest 867.62 581.31

Depreciation 159.83 1,027.45 97.03 678.34

Profit Before Tax 1,894.12 503.73

Provision for Taxation 535.00 113.00

Deferred Tax 103.09 638.09 79.96 192.96

Profit After Tax 1,256.03 310.77

Balance Brought Forward 2,556.10 2,428.14

Prior Period Expense 132.12 -

Exceptional Items 9.82 141.94 182.81 182.81

Amount available for 3,670.19 2,556.10 appropriation

General Reserve 150.00 -

Proposed (Final) Dividend 195.06 -

Tax on Proposed Dividend 32.40 -

Surplus Carried Forward 3,292.73 2,556.10 to Balance Sheet

OPERATIONS

During the year under review, the earnings before Interest, Depreciation and Tax was Rs. 2,921.57 Lakhs compared to Rs 1,182.07 Lakhs in the previous year. As at March2010, the Gross Fixed Asset is Rs. 4,060.74 Lakhs compared to Rs. 3,576.55 Lakhs in the previous year. The Turn Over for the year was Rs. 13,974.61 Lakhs as against Rs. 11,044.42 Lakhs in the previous year reflecting a growth of 27 %. Profit after tax for the year was Rs. 1,256.03 compared to Rs. 310.77 Lakhs in the previous year.

The Company is a major manufacturer and supplier of Chelated micronutrients, value added secondary nutrient fertilizers and also water soluble NPK fertilizers. In addition, we also have a growing range of farm sprayers and plant protection chemicals, including pesticides, insecticides, fungicides and herbicides in our product portfolio. In total, Aries has 76 brands. For detailed discussion please refer to the Management Discussion Analysis forming part of this report.

DIVIDEND

After considering the performance of your Company and need for conservation of resources, your Directors are pleased to recommend a dividend of 15 % being Rs. 1.50/- per Equity Share of Rs. 10/- each subject to your approval at the ensuing Annual General Meeting. The dividend, if approved, will result in an outflow of Rs. 2,27,46,299/- lakhs including dividend tax.

FUTURE PROSPECTS

The Company is ready to launch an additional 6 new products, in phases during 2010-11. This will include further specialty plant nutrients, farm equipment and plant protection products, adding on to our already extensive range of 76 brands. We believe that adding throughput through our distribution network will increase our share of the farmers wallet and provide a comprehensive range of nutrition solutions to choose from. For detailed discussion please refer to the Management Discussion Analysis forming part of this report.

The Unit namely M/s. Amarak Chemicals FZC, set up by M/s. Golden Harvest Middle East FZC, will commence production of Sulphur Bentonite in Fujairah by end July 2010. We believe that about half of the total capacity of 60,000 MT will be utilized in the first year itself, with sales taking place through Ariess own distribution network in India and also through new buyers in the Middle East and SAARC Region.

Our other overseas subsidiary, Golden Harvest Middle East FZC, is now in its third year of manufacturing operations of Chelated micronutrients. It has added during the year 2009- 10, an additional product to its portfolio, viz., 20% soluble Boron. Golden Harvest is already working at full capacity utilization and has significantly increased its sales to Aries in India, as well as to customers in Bangladesh, Nepal, the Middle East and Africa. The acceptance of Golden Harvest Chelates and Boron based products as cost effective and world class gives us the confidence that the future of our International foray with specialty nutrients is very bright and exciting.

The Company has also appointed distributors and commenced negotiations for increasing global business in key markets. We firmly believe that, these export markets, as well as servicing of our institutional clients in India, will open up new opportunities for the Company.

USE OF IPO PROCEEDS

Your Company had come out with its maiden IPO in January 2008 for the purposes as stated in the Prospectus dated 26th December, 2007 and as amended by the members at their Annual General Meeting held on 29th September, 2009. Accordingly the Company has utilized the IPO funds for the purposes for which it was raised.

DEPOSITS

The Company has not accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956.

SUBSIDIARIES

The Company has four subsidiaries, Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited and Golden Harvest Middle East, FZC.

The operations of Aries Agro Care Pvt. Ltd. commenced in the Financial Year 2008-09 and during the Financial Year 2009-10 the Company has ended with a total revenue of Rs. 80.05 Lakhs which has resulted in Rs. 4.67 Lakhs as profit after tax.

The business operations of Aries Agro Equipments Pvt. Ltd. commenced in the year ended 31st March, 2010 in agricultural sprayers generating a Sale of Rs. 139.90 Lakhs with profit after tax of Rs. 13.06 Lakhs.

The above two Companies are Wholly Owned Subsidiaries of the Company.

No business activity took place in other Subsidiary namely Aries Agro Produce Pvt. Ltd.

As regards the overseas subsidiary M/S. Golden Harvest Middle East FZC with an installed capacity of 10,800 MT p.a., in their second full year of operation, has generated a total sale of AED 2,00,66,528/- with a profit of AED 35,12,532/-.

M/s. Amarak Chemicals FZC, is in the process of allotting shares to M/S. Golden Harvest Middle East FZC. On completion of allotment M/s. Amarak Chemicals FZC will become a Subsidiary of M/S. Golden Harvest Middle East FZC, consequently M/s. Amarak Chemicals FZC will become a step down Subsidiary of Aries Agro Limited.

As required under Section 212 of The Companies Act, 1956, annexed hereto are the Audited Statement of accounts, the

Reports of the Board of Directors and Auditors Reports for the year ended 31st March, 2010 of Aries Agro Care Private Limited, Aries Agro Equipments Private Limited, Aries Agro Produce Private Limited and Golden Harvest Middle East FZC.

A Statement of Subsidiary Companies as prescribed under Section 212 of the Companies Act, 1956, is annexed and is forming part of the Annual Report.

Apart from the above statement a list of Subsidiary Companies is given in Note No. 10- A of the Notes to Accounts forming part of the Annual Report.

All the above subsidiary Companies are non-material, non- listed Companies as defined under Clause 49 of the Listing Agreement with the Stock Exchanges.

INSURANCE

All properties and assets of your Company are adequately insured covering all conceivable risks attributable to the Industry.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Dr. Rahul Mirchandani and Dr. D. S. Jadhav retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. Accordingly their re-appointment forms part of the notice of ensuing Annual General Meeting.

Mr. Chakradhar Bharat Chhaya was appointed as an Additional Director on the Board of Directors of the Company with effect from 29th October, 2009 as an Independent Director. He ceases to be a Director on the date of the 40th Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received in respect of his appointment as Director on the Board and accordingly his appointment is proposed as a Director at the ensuing Annual General Meeting.

DIRECTORS REPLY TO OBSERVATIONS / REMARKS MADE IN AUDITORS REPORT (Para III(d) of the Auditors Report)

The Auditors have in their Audit Report commented that the Company has not provided for Leave Encashment as per Accounting Standard 15. The Leave Encashment pertains only to Managerial Staff and is accounted on cash basis. It has been decided that provisions for Leave Encashment will be made during this year .

APPOINTMENT OF AUDITORS

M/s. Kirti D. Shah & Associates(Membership No. 32371), the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible and holding Peer Review

Certificate issued by the Institute of Chartered Accountants of India, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that:

1. In preparation of the Annual Accounts, applicable Accounting Standards have been followed and that there are no material departures

2. The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of the Affairs of the Company at the end of the financial year and of

the profit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. Annual Accounts have been prepared on a ‘going concern basis.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (“Act") read with the Companies (Particulars of Employees) Rules, 1975, as amended, are as under:

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2-A) OF THE COMPANIES ACT, 1956 DRAWING REMUNERATION NOT LESS THAN RS. 24 LAKHS P.A./RS. TWO LAKHS P.M. DURING THE YEAR 2009-10

SR. DESGINATION REMUNERATION NATURE OF OTHER NATURE No. NAME RECEIVED EMPLOYMENT TERMS & OF DUTY CONDITIONS

1 DR. JIMMY MIRCHANDANI CHAIRMAN 70,17,663 CONTRACTUAL N.A. MANAGING AND THE MANAGING AFFAIRS DIRECTOR OF THE COMPANY

2 DR. RAHUL MIRCHANDANI EXECUTIVE 63,50,032 CONTRACTUAL N.A. MANAGING DIRECTOR THE AFFAIRS OF THE COMPANY

3 MR. P. K. JAISWAL CHIEF 25,09,014 CONFIRMED N.A. MARKETING MARKETING EMPLOYEE HEAD FOR CONTROLLER CENTRAL AND WESTERN REGION

SR NAME QUALIFICATION DATE OF AGE Last % of NO. & EXPERIENCE APPOINTMENT Employment Equity held Shares held as on 31.03.2010 1 DR. JIMMY B. Sc. MIRCHANDANI (Vet); LLB 15.01.1976 54 N.A. 14.05

2 DR. RAHUL MIRCHANDANI B. Com; CFA; 02.02.1994 34 N.A. 5.10 MBA; Ph.D

3 MR. P. K. JAISWAL B. Sc. 25.01.1982 52 N.A. 0.02

LISTING

The Equity Shares of the Company are listed at Bombay Stock Exchange Limited(BSE) and National Stock Exchange of India Limited(NSE).

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees upto 31st March, 2011 to both the Stock Exchanges.

CORPORATE GOVERNANCE

The Company has complied with the various requirements under the Corporate Governance reporting system. A detailed Compliance Report on Corporate Governance is annexed to

this report. The Auditors certificate on compliance with the conditions of Corporate Governance under clause 49 of the Listing Agreement is also annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Particulars in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of the Board of Directors} Rules, 1988 and forming a part of the Directors Report are as under:

I. Conservation of energy

The Company accords great importance to conservation of energy. The main focus of the Company during the year was :

a. Energy Conservation measures taken:- i. Close monitoring of consumption of

electricity, LPG, Diesel and water.

ii. Optimum use of Energy by Switching off Machines, Lights, Fans, Air Conditioners and Exhaust Systems whenever not required.

iii. Creating awareness among Workmen to conserve energy.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

i. installation of energy efficient lights in the office and factory

ii. installation of LED lights.

c. Impact of measures of (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

i. Due to measures taken as described above, the overall power and fuel oil consumption at plants and office has reduced and reduction in the cost of production is achieved.

d. Total energy consumption and energy consumption per unit of production

Form - A

Form for disclosure of Particulars with respect to Conservation of Energy.

Current Previous Year Year 2009-2010 2008-2009

(a) Purchased: -

(i) Unit (KWH) 7,33,592 9,41,514

(ii) Total Amount 50,42,998 56,35,214 (Rs.)

(iii) Rate/Unit 6.87 5.99 (Rs.)

(b) Own Generation: -

(i) Coal Not Not Applicable Applicable

(ii) Furnace Oil - Kl 7,145 8,436

(iii) Internal 23,864 28,176

Generation - Units

II. Form for disclosure of particulars with respect to Technology Absorption, Research and Development

(A) Research and Development:

1. Specific Areas in which Research and Development was carried out by the Company.

- There is a continuous focus on University research on specialty plant nutrition which continues across India.

- Our team of extension officers conducts continuous field demonstrations and extension work including large scale soil sampling, which provides constant updates on deficiency levels across all states in India.

- The Companys R&D at Bombay is ISO 9001 certified and works on new product development and continuous quality checks. The new manufacturing unit at Hyderabad has been equipped with a state of art laboratory to keep pace with the Companys expansion in that region.

- Our ISO 9001 certification has now been upgraded from the ISO 9001:1998 standard to the latest ISO 9001:2008 standards.

2. Benefits derived as a result o the above efforts.

- Improvement in productivity/quality and reduction in cost of production of Companys Plants and at Customers end.

- Cost reduction, import substitution, safer environment and strategic resource management.

- Meeting the statutory requirements.

3. Future Plan of Action :

- Evaluation of potential Customized Crop Specific combinations for enhancement of nutrients.

- Design of secondary packaging automation for chelamin and other brands.

4. Expenditure on R & D

Description For the For the year year ended ended 31st March, 31st March, 2010 2009 (Rupees) (Rupees)

(I) Capital 2,84,540 11,41,736

(II) Recurring 24,44,030 19,09,921

(III) TOTAL 27,28,570 30,51,657

(IV) Total R & D expenditure as a % of

a. Gross 0.20 0.28 Turnover

b. Net 0.20 0.28 Turnover

B1. Technology Absorption, Adaptation and Innovation

The Management has focused on productivity and Total Quality Management [TQM] in order to optimize manufacturing costs.

B2. Benefits

This has helped in achieving optimum manufacturing costs, improved quality of products and consequently, enhanced customer satisfaction. The Company uses indigenous technology.

B3. The Company has not imported any technology during the year under review.

C. Foreign Exchange Earnings and Outgo

1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

The Company has also appointed distributors and commenced negotiations

for increasing global business in key markets.. We firmly believe that, these export markets, as well as servicing of our institutional clients in India, will open up new opportunities for the Company.

2. Total Foreign Exchange used and earned:

Used : Rs. 30,18,13,507/- Earned : Rs. 4,14,95,891/-

SPECIAL BUSINESS

As regards the items of the Notice of the AGM relating to Special Business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approvals of members to those proposals. Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

GENERAL

Notes forming part of the Accounts are self-explanatory. As required under the VAT Acts of various States, Company has appointed a VAT Auditor to conduct the VAT Audit. The Companys Building, Machineries, Stores and Stocks in Trade etc. are fully covered against all insurance risks.

GROUP

The List of persons constituting “Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the Securities Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations 1997 as provided in Clause 3(1)(i) of the said Regulations is given in the Report on the Corporate Governance.

ACKNOWLEDGEMENT

We would like to acknowledge with gratitude, the support and co-operation extended by Shareholders, Vendors, Media and Banks and look forward to their continued support. We appreciate continued co-operation received from various regulatory authorities including Department of Agriculture, Department of Corporate Affairs, Registrar of Companies, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and Depositories. We also recognize and appreciate the sincere hard work, loyalty and efforts of the employees and look forward to their continued support.

For and on behalf of the Board of Directors

Dr. Jimmy Mirchandani Place: Mumbai Chairman & Date: 21st July, 2010 Managing Director

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