DIRECTORS' REPORT

To

The Members, Aries Agro Limited

Your 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.

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. II- 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 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.

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 of AED 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 un­listed 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.

Familiarisation 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'APPOINTMENT AND 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 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. 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.

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, organisational 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 upto 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

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 months 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

Chairman & Managing Director

DIN-00239021

Place: Mumbai

Date: 11th August, 2015