Director Report

The Directors have pleasure in presenting the 35^th Annual Report together with Audited Accounts of the Company for the year ended on March 31, 2023.

(Rs in lakh)

2022-23 witnessed many challenges which the company hopes will be solved in the coming years.

The year started off with container prices rising to a record high, with our customers paying as much as 12,000 to 18,000 USD per TEU (20' container). This amounts to an average of 47% of the landed cost of goods being freight. This made the sales of budget and lower cost goods plummet.

The Quartz plant also ran into trouble when USA announced an interim duty of 162% in annual review 1 (AR1) on Quartz from India. This shuttered the plant for up to 6 months as we waited for the final duties to be ratified. The duty levied due to a clerical error from the representative of the largest exporter of quartz from India which resulted in them getting a 323% duty - which averages to "All others" a rate of 162%. In January of 2023 however the DOC wisely decided to revert the "All others" rate to that of the initial investigation.

Our quartz customers in USA, during the 7 months of duty related issues, had already explored other countries like Vietnam, Malaysia, Thailand, Turkey etc. and already started purchases from there. It took an additional 2 months for orders to return to India and we were able to restart production in a large scale in March 2023.

Europe went through a major energy crisis as the war in Ukraine continued. This led to an increase in fuel and electricity costs which caused the real estate market to react negatively, reducing our customers' sales. Further post pandemic many western European countries have been facing a severe worker shortage and that issue continues now also.

As stimulus checks dried up and the interest rates in both USA and Europe continued to rise, there has been a negative impact in the real estate markets of certain parts of these regions. However, a good sign is that the market for renovations is continuing to be strong.

By early 2023 freight rates took a steep nosedive from an average of over USD10,000 to USD 2,000 and in some parts of Europe even lower than USD 1,000. This has caused some customers to have above market price inventory and as they continue to buy cheaper new inventory, they are facing space issues in their warehouses. Due to the steep dive in freight prices, customers with higher valued stocks are facing difficulties in sales which impact on us indirectly.

Being a 100% Export Oriented Unit, the slowdown in USA and European markets have impacted the business adversely in the FY 2022-2023.

During the year we went through and were able to clear the following hurdles:

1. High Freight Rates

2. Duty on Quartz

3. Stabilisation of Europe even with the war

With the above Hurdles cleared and Interest rates expected to come down in the coming quarters we expect a stable 2023 and things to pick up by 2024.

Your directors have not recommended any dividend for the year 2022-2023.

During the year amount of 3,45,958/- for the Financial Year 2014-15 transfer to Investor Protection Fund under subsection (2) of section 125 of the Companies Act 2013 and IEPF (Accounting, Audit, Transfer and Refund) Rules 2016. Shri Sabyasachi Panigrahi, Company Secretary is the Nodal Officer appointed by the Company under the Provisions of the IEPF Act.

The Company has not accepted any fixed deposit from the public.

The Annual Return referred to Section 134(3)(a) as per the Companies Act 2013 is available on the website of the Company www.arotile.com

The Company has not granted any Loans, Guarantees and made any Investments during the year.

All contracts/arrangements and transactions entered by the Company with related parties were in ordinary course of business and at arm's length basis. Your Directors draw attention of the members to Notes to accounts of financial statement which sets out related party disclosures. The related Party Transactions Policy as approved by the Board is available on the website of the Company www.arotile.com.

During the year, there was no change in the Directorship of the Company.

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

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

b) the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial control to be followed by the Company have been laid down and that such internal financial control are adequate and were operating effectively; and f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

A Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may be access from the website of the Company i.e. www.arotile.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.

M/s Alok Mittal & Associates, Chartered Accountants, New Delhi was appointed as the Statutory Auditor of the Company for a period of Five Years from the Conclusion of Thirty Fourth Annual General Meeting. The Notes on the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualifications, reservations or adverse remark.

Practising Company Secretary Ms. Latika Jetley (CP No. 3074) was appointed as the Secretarial Auditor by the Board for the financial year 2022-23 to conduct the Secretarial Audit. The Secretarial Audit Report along with the Annual compliance Secretarial Audit Report under SEBI Regulation for the year 2022-23 is annexed herewith as Annexure II. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

The Board had appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2022-2023. Internal Audit report does not contain any qualifications, reservations or adverse remark.

Compliance of Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meeting (SS-2) issued by Institute of Company Secretary of India has been adopted by the Company.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Practising Company Secretary's Certificate on Corporate Governance is enclosed as Annexure III to the Board's Report. The Auditors' Certificate for the year 2022-23 does not contain any qualifications, reservations or adverse remarks.

During the period under review, there were no significant material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act 2013 and Rules there under is annexed herewith in Annexure IV and form part of this report.

Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2023. Employed throughout the financial year, ended March 31, 2023 in receipt of remuneration not less than One Crore two Lakh rupees per annum.

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employee's remuneration and such other details as required therein 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: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid commission in the form of Remuneration and sitting fee from the Company.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid Commission and sitting fee from the Company.

3. The percentage increase in the median remuneration of employees in the financial year: 1.56

4. The number of permanent employees on the roll of Company: 264

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended March 31, 2023. NIL

6. The Company affirms that the remuneration is as per the remuneration policy of the Company.

Your Company re-affirms its Commitment to the highest standards of Corporate Governance practices. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

The Corporate Governance Report which form part of this report also covers the following: a) Particulars of the Five Board Meetings held during the financial year. b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. c) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

The Company has in place adequate internal financial control with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial control commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Company's assets and interests are safeguarded.

The Equity Shares of the Company are listed in BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 2023-2024 have already been paid to BSE Limited and National Stock Exchange of India Limited.

Your Directors wish to thank and acknowledge the Banks, Government Authorities, Dealers, Suppliers, Business Associates and the Company's Valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committed and dedicated team of Aro granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.