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Ambani Organics Ltd.

BSE: 535097 Sector: Industrials
NSE: AMBANIORG ISIN Code: INE00C501018
BSE 05:30 | 01 Jan Ambani Organics Ltd
NSE 05:30 | 01 Jan Ambani Organics Ltd

Ambani Organics Ltd. (AMBANIORG) - Director Report

Company director report

To the Members of

AMBANI ORGANICS LIMITED

Your Directors have pleasure in presenting their 36 th Annual Reporttogether with the Audited Accounts for the year ended March 31 2022.

1. FINANCIAL PERFORMANCE:

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
(Rs.) (Rs.) (Rs.) (Rs.)
Revenue from Operations (Net of Excise) and Other Income 1260439249 873594826 1260447855 873609488
Other Expenses excluding finance cost and depreciation 105044560 72084615 103978045 70992063
Finance Charges 31893960 30113458 31894031 30114142
Depreciation 13723179 9877237 14127503 10281561
Profit before exceptional items and Tax 27360456 24867478 28031182 25569684
Exceptional Items - (537442) - (537442)
Profit before Tax 27360456 25404920 28031182 26107126
Provision for Tax:
Current tax 4567007 4240589 4671640 4349599
MAT Credit entitlement 1062345 3657336 957712 3548326
Tax adjustment of earlier Year - - - -
Deferred tax 2051744 1234223 2294329 1192383
Profit before Minority Interest - - 20107501 17016818
Minority Interest - - 2141 3720
Net Profit After Tax 19679361 16272771 20105360 17013097
Profit carried to Balance Sheet 19679361 16272771 20105360 17013097

2. TURNOVER & PROFITS:

Standalone:

During the year under review the sales and other income increased from Rs.873594826/- to Rs. 1260439249/- as compared to previous year. The Net Profit aftertax stood at Rs. 19679361/- as against profit of Rs. 16272771/- in the previousyear.

Consolidated:

During the year under review the sales and other income increased from Rs.873609488/- to Rs.1260447855/- as compared to previous year.

The Net Profit after tax stood at Rs.2 0105360/- as against profit of Rs.17013097/- in the previous year.

3. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 140000000/- (Rupees FourteenCrores) divided into 7000000 (Seventy Lakhs) Equity shares of Rs. 10/ - (Rupees tenonly) each and 7000000 (Seventy Lakhs) Preference Shares of Rs. 10/ - (Rupee ten only).

The paid up Equity Share Capital as at March 31 2022 stood at Rs. 121230590/-(Rupees Twelve Crores Twelve Lakhs Thirty Thousand Five Hundred and Ninety) divided into6432659 (Sixty Four Lakhs Thirty Two Thousand Six Hundred and Fifty Nine ) Equity sharesof Rs. 10/-(Rupee ten only) each and 5690400 (Fifty Six Lakhs Ninety Thousands and FourHundred) Preference Shares of Rs. 10/ - (Rupee ten only).

During the year under review the Company had the following changes in CapitalStructure:

i. The Company has increased the Authorized Share Capital of the Company from theexisting Rs. 70000000 (Rupees Seven Crores Only) to Rs. 140000000/- .(RupeesFourteen Crores Only)

ii. Allotment of 1354000 (Thirteen Lakhs Fifty Four Thousand) Equity Shares at aprice of Rs. 77/- per share (Rupees Seventy Seven Only)

iii. The Company also made allotment of 5690400 (Fifty Six Lakhs Ninety Thousand andFour Hundred) 12% Non-Convertible Cumulative Redeemable Preference Shares of Face Value ofRs. 10/- (Rupees Ten Only) each aggregating to Rs. 56904000/- (Rupees Five Crores SixtyNine Lakhs and Four Thousand Only)

4. ALLOTMENT AND LISTING OF SHARES

During the year the Company has allotted:

i. 1354000 (Thirteen Lakhs Fifty Four Thousand) Equity Shares and received itslisting and trading approval from NSE Limited

ii. 5690400 (Fifty Six Lakhs Ninety Thousand and Four Hundred) 12% Non-ConvertibleCumulative Redeemable Preference Shares.

The Company confirms that the annual listing fee to NSE Limited for the financial year2021-22 has been paid.

5. DIVIDEND

In order to preserve funds for future business endeavors your directors do notrecommend any dividend on equity shares.

However the Company has declared dividend of Rs. 2899767/- to the preferenceShareholders pursuant to the terms of their issue.

6. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. There was no publicoutstanding as at the beginning or end of the year ended on 31st March 2022.

7. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financialyear.

8. SECRETARIAL STANDARD OF ICSI

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.

9. IMPLEMENTATION OF CORPORATE ACTION

During the year under review the Company has not failed to implement any CorporateActions within the specified time limit.

10. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with theworkers and employees at all levels.

11. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES

The Company has two Subsidiary Companies i.e. Omega Woven Mills Private Limited and OmMaruti Glasswool & Wirenetting Products Private Limited. However the Company does nothave any Joint Venture and Associate Company.

Performance of Subsidiaries is as follows:

The Total revenue of Omega Woven Mills Private Limited stood at Rs. 600000/-(Previous year Rs. 602862/-) and Net Profit for the year stood at Rs. 257295/-(Previous year Loss Rs. 281546/-)

The total revenue Om Maruti Glasswool & Wirenetting Products Private Limited stoodat Rs. 608606/- (Previous year Rs. 611800/-). and Net Profit for the year stood at Rs.170845 /- (Previous year Net Loss Rs. 462500/ -)

The details of the same are given in Form AOC-1 as "Annexure A" formingpart of Annual Report. The details of the Policy on determining Material Subsidiary of theCompany is available on Company's website.

12. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the enterprise. These levels form the strategicdefence cover of the Company's risk management. Though the various risks associated withthe business cannot be eliminated completely all efforts are made to minimize the impactof such risks on the operations of the Company.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. The Company on various activities also puts necessary internal controlsystems in place to ensure that business operations are directed towards attaining thestated organizational objectives with optimum utilization of the resources.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Particulars of contractor arrangements with related parties are annexed herewith in Form AOC 2 as "Annexure-B".

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court orTribunal which would impact the going concern status of the Company and its futureoperations.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisionsof section 186 of the Companies Act 2013 during the Financial Year forms part of theFinancial Statement.

17. TRANSFER TO RESERVES

During the financial year under review the Company does not propose to transfer anyamount to General Reserve.

18. DIRECTORS

Retire by Rotation- Dilipkumar V Mehta

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Dilipkumar V Mehta Director (DIN: 08122334) of thecompany is liable to retire by rotation in the 36th Annual General Meeting and beingeligible he offer himself for reappointment.

Change in Directors and Key Managerial Personnel

During the Year Mr. Rakesh Hashmukhlal Shah has been re-appointed as Managing Director3 years commencing from 3rd April 2021 and Mrs. Apooni Rakesh Shah has beingre-appointed as Whole time Director of the Company 3 years commencing from 3rdApril 2021.

19. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014.

20. KEY MANAGERIAL PERSONNEL

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Key Managerial Personnel (KMP) of the Company as on 31st March 2022 are as follows:

• Mr. Rakesh Hasmukhlal Shah (DIN: 00503074) Managing Director of the Company.

• Mr. Paresh Harsukhlal Shah Chief Executive Officer (CEO) of the Company.

• Mr. Bhavesh Babulal Pandya Chief Financial Officer (CFO) of the Company.

• Ms. Richa Chokhani Company Secretary & Compliance Officer of the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS:

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Director in terms of Section 164 (2) of the Companies Act 2013.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. At the time of appointment of an Independent Director the Companyissued a formal letter of appointment outlining his / her role function duties andresponsibilities as a director. The formal letter of appointment is hosted on the websiteof the Company.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:

The Company proactively keeps its Directors informed of the activities of the Companyit's Management and operations and provides an overall industry perspective as well asissues being faced by the industry.

23. BOARD EVALUATION

Pursuant to the Provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements)Regulations 2015 the performance evaluation of the chairman andnon -Independent Directors was carried out by the Independent Directors in their separateMeeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure for the performance evaluation of the Board of Directors.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and Composition effectiveness ofBoard process information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meeting and guidance /support to the Management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement of allBoard Members.

Evaluation of Independent Directors was done by the entire Board excluding thedirector being evaluated.

24. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2021- 22)

The Board met 10 times during the financial year 2021-22 on 20/05/2021 26/06/202122/07/2021 16/09/2021 03/10/2021 05/11/2021 08/11/2021 12/11/2021 02/02/2022 and14/03/2022 the intervening gap between any two meetings was within the period prescribedby the Companies Act 2013.

B. Attendance of Directors at Board meetings held during the year:

Sr. Name of Director No. Category of Director No. of Board Meetings attended Attendance at the last AGM
1 Rakesh Hashmukhlal Shah (DIN: 00503074) Managing Director 10 Yes
2 Apooni Rakesh Shah (DIN: 00503116) Whole time Director 10 Yes
3 Sharad P Kothari (DIN: 08029922) Executive Director 10 Yes
4 Sanjay Natwarlal Mehta (DIN: 08100745) Independent Director 10 Yes
5 Prakash Anna Mahanwar (DIN: 08100755) Independent Director 10 Yes
6 Dilipkumar Mehta (DIN: 08122334) Director 10 Yes

25. COMMITTEES OF THE BOARD:

There are currently three committees of the Board which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder's Relationship Committee

The Composition of the committees and relative compliances are in line with theapplicable provisions of the Companies Act 2013 read with Rules and Listing Regulations.Details of term of reference of the Committees Committees Membership and attendance atMeetings of the Committees are provided as follows:

A. Audit Committee

The Composition and quorum of the Audit Committee is in accordance with Section 177 ofthe Companies Act 2013. All members of the Audit Committee possess financial/accountingexpertise/exposure.

The Audit committee met Six (6) times during the Financial Year 2021-22. The Committeemet on 20/05/2021 26/06/2021 22/07/2021 12/11/2021 08/11/2021 and 02/02/2022. TheNecessary quorum was present for all Meetings. The table below provides composition andattendance of the Audit Committee.

SR NAME NO. CATEGORY MEETINGS ATTENDED
1 Mr. Sanjay Natwarlal Mehta Chairman & Independent Non-Executive Director 6 of 6
2 Mr. Rakesh Hashmuklal Shah Managing Director 6 of 6
3 Mr. Prakash Anna Mahanwar Independent Non-Executive Director 6 of 6

The primary objective of the Committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest level of transparency integrity and quality of financialreporting and its Compliances with the legal and regulatory requirements. The committeeoversees the work carried out in the financial reporting process by the Management and theStatutory Auditors and note the process and safeguards employed by each of them.

Term of reference:

The term of reference role powers rights authority and obligations of the AuditCommittee are in conformity with the applicable provisions of the Companies Act 2013 andListing

Obligation Requirements (including any statutory modification(s) or re- enactment oramendment thereof.

B. Nomination & Remuneration Committee;

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. TheNomination & Remuneration committee met One (1) times during the Financial Year2021-22. The Committee met 26/06/2021. A brief detail of the policy is posted on thewebsite of the Company i.e. www.ambaniorganics.com. The table below provides compositionand attendance of the Nomination and Remuneration Committee.

SR NAME NO. CATEGORY MEETINGS ATTENDED
1 Prakash Anna Mahanwar Chairman & Independent Non-Executive Director 1 of 1
2 Sanjay Natwarlal Mehta Independent Non- Executive Director 1 of 1
3 Sharad Kothari Non-Executive Director 1 of 1

C. Stakeholders Relationship Committee;

The Board has reconstituted Shareholders/Investors Grievance Committee as StakeholdersRelationship Committee in accordance with the provisions of the Companies Act 2013.

The Stakeholders Relationship Committee met Four (4) times during the Financial Year2021-22. The Committee met on 26/06/2021 16/09/2021 08/11/2021 and 02/02/2022.

The necessary quorum was present for all Meetings. The table below provides compositionand attendance of the Stakeholders Relationship Committee.

SR NAME NO. CATEGORY MEETINGS ATTENDED
1 Mr. Sharad Kothari Chairman & Non-Executive Director 4 of 4
2 Mrs. Apooni Shah Director 4 of 4
3 Mr. Rakesh Shah Director 4 of 4

26. MEETING OF MEMBERS

During the year 35th Annual General Meeting of the Company was held on 30th September2021.

During the year Extra Ordinary General Meeting of the Company was held on 27thOctober 2021.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

(a) Conservation of energy

(i) the effort made towards technology absorption Nil
(ii) the benefits derived like product improvement cost reduction product development or import substitution Nil
in case of imported technology (important during the last (iii) three years reckoned from the beginning of the financial year) Nil
(a) the details of technology imported
(b) the year of import;
(iv) whether the technology been fully absorbed; Nil
if not fully absorbed areas where absorption has not taken place and the reasons thereof.
the expenditure incurred on Research and Development
(i) the effort made towards technology absorption Nil

(b) Technology absorption

(i) the steps taken or impact on conservation ofenergy Company's operation does not consume significant amount of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy. Not applicable in view of comments in clause (i)
(iii) The capital investment on energy conservation equipment's Not applicable in view of comments in clause (i)

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency- Rs. 1806254/ -

Earnings in Foreign Exchange- Rs. 438052533/-

29. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Amendment Rules 2021 The Annual Return as referred in Section 134(3)(a)of the Act for the financial year ended March 31 2022 is available on the website of theCompany https://ambaniorganics.com/investor

30. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)

(c) of the Companies Act 2013.

(i) That in the preparation of the annual financial statements for the year ended March31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as"Significant Accounting Policies" have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2022 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) Those proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

31. SHARE TRANSFER SYSTEM

All share transfer dematerialization and related work is managed by Universal CapitalSecurities Pvt. Ltd C-101 247 Park 1st Floor L.B.S Marg Vikhroli (West). Mumbai- 400083. Shareholders are requested to send all share transfer requests demat/remat requestscorrespondence relating to shares i.e. change of address Power of Attorney etc. to theregistrar and transfer agents.

32. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI) M/s. Mayank Arora &Co. Practicing Company Secretaries carried out the Share Capital Audit to reconcile thetotal admitted capital with National Securities Depository Limited (NSDL) CentralDepository Services (India) Limited (CDSL) and shares held physically as per the registerof members and the total issued and listed capital.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCYCODE 2016

During the year under review there were no applications made or proceedings pending inthe name of the company under Insolvency and Bankruptcy Code 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATIONWHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review there has been no one time settlement of Loans taken fromBanks and Financial Institutions.

35. INVESTORS CORRESPONDENCE

Universal Capital Securities Pvt. Ltd.

C-101 247 Park 1st Floor L.B.S Marg

Vikhroli (West). Mumbai- 400 083

Tel No: +91 (22) 2820 7203-05 / 4918 6178-79

Fax No: +91 22 2820 7207

Email-id: info@unisec.in

Website: www.unisec.in

36. AUDITORS

a. Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 as amended fromtime to time Board of Directors have recommended to re-appoint subject to approval ofShareholders M/s. Shambhu Gupta & Co. Chartered Accountants having Firm RegistrationNo. 007234C as Auditors of the Company for the second term of five years to hold officefrom the conclusion of the 36th Annual General Meeting till the conclusion ofthe 41st Annual General Meeting of the Company to be held in FY 2026-2027 toexamine and audit the accounts of the Company at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the Auditors."

Statutory Auditor's Report

The Statutory Auditor's report dated 30th May 2022 on the financialstatements of the Company for FY 2021-22 is unmodified & self-explanatory and doesnot have any reservations qualifications or adverse remarks.

Details in respect of frauds reported by auditors

No fraud has been reported by the Auditors to the Audit Committee or the Board.

b. Internal Auditor

The provision of Section 138 of The Companies Act 2013 is now applicable to companyand company has appointed M/s. Kavita Birla & Co. Chartered Accountants to carry outinternal Audit for the financial year 2021-22 based on the recommendation of the AuditCommittee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act 2013 and rules madethereunder M/s. Mayank Arora & Co. Company Secretaries has been appointed asSecretarial Auditor of the company for the Financial Year 2021-22 in the Board of Directorheld on 26th June 2021. A Secretarial Auditor Report in Form MR-3 given by M/s. MayankArora & CO. for the Financial Year ended on 31st March 2022 has been provided in "AnnexureC" which forms parts of this Director's Report.

37. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

38. DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THECOMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

39. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees who areemployed throughout the financial year was in receipt of remuneration for that year of notless than One Crore and Two Lakh Rupees and if employed for a part of the financial yearwas in receipt of remuneration for any part of that year of not less than Eight Lakh andFifty Thousand Rupees per month to be disclosed in the Report of Board of Directors arenot applicable to the Company as none of the employees was in receipt of remuneration inexcess of the prescribed limit during the financial year 2021-22. The information requiredunder section 197 of the act read with Rule 5(1) of the companies (Appointment andRemuneration) Rules 2014 is annexed as "Annexure D" and forms a part ofthis report.

40. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Section 135 of Companies Act 2013 all companies having Net Worth of Rs. 500cr or more or Turnover of Rs. 1000 core or more or Net Profit of Rs. 5 core or moreduring any financial year required to constitute a Corporate Social ResponsibilityCommittee of the Board of Directors comprising of three or more directors at least one ofwhom should be an independent director and such Company shall spend at least 2% of theaverage net profits of the Company's three immediately preceding financial year.

Accordingly the Company formed a CSR Committee. During the current financial year theprovisions of Section 135 of Companies Act 2013 is not applicable to the Companytherefore; it is not required to pay 2% of the average net profits of the Company for thecurrent Financial Year.

The Policy outlines the Company's philosophy as a responsible corporate citizen ofIndia. It also lays down the guidelines and mechanism for undertaking socially usefulprograms for welfare and sustainable development of the community in the local area andaround areas of operations of the Company including other parts of the Country. CSRprograms or projects to be undertaken by the Company in terms of the Policy shall relateto one or more activities listed in Schedule VII of the Companies Act 2013 at present oras may be amended from time to time. The Corporate Social Responsibility Policy isavailable on the website of the Company.

41. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism which provides aformal mechanism for all employees and the Directors of the Company to report aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or an event he becomes aware of that could have a detrimental effect on thebusiness or reputation of the Company and provides reassurance that they will be protectedfrom reprisals or victimization for whistle blowing. The Policy has been posted on theCompany's website. No person was denied access to the Chairperson of the Audit Committeeto report any concern. The said Whistle Blower Policy has been disseminated on theCompany's website.

42. SEXUAL HARASSMENT

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.

43. CORPORATE GOVERNANCE:

Since the Company's Securities are listed on SME Emerge platform of National stockExchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation &Disclosure Requirements) Regulation 2015 the compliance with the Corporate Governanceprovisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub - regulation(2) of regulation 46 and Para C D and E of Schedule V are not applicable to the company.Hence corporate Governance does not form part of this Board's Report.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 forms part of thisreport and is attached as "Annexure E".

45. INSIDER TRADING

The Board of Directors has adopted the Inside Trading Policy in accordance with therequirement of the Securities & Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. The Inside Trading Policy of the company lays down guidelinesand procedure to be followed and disclosure to be made while dealing with shares of thecompany as well as consequences of violation. The policy has been formulated to regulatemonitor and ensure reporting of deals by employees and to maintain the highest ethicalstandards of dealing in the Company's shares.

The Company had in place a "Code of Conduct for Prevention of Insider Trading andCorporate Disclosure Practices" in accordance with the SEBI (Prohibition of InsiderTrading) Regulations 2015.

Accordingly the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation; and

b. Code of Conduct to Regulate Monitor and Report Trading by its employees and otherconnected persons.

The code referred to in (a) above is placed on the Company's websitewww.ambaniorganics.com.

46. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the BoardMembers and Senior Management personnel of the Company. The Board Members and the SeniorManagement personnel have to affirm compliance with the code for the F.Y. 2021-22. Thesaid Code of Conduct has been posted on the website of the Company. A declaration to thiseffect is annexed and forms part of this report.

47. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF THECOMPANY:

The Company has obtained a compliance certificate in accordance with Regulation 17(8)of listing Regulations from Mr. Bhavesh Pandya Chief Financial Officer and PareshHarsukhlal Shah Chief Executive Officer of the Company. The same forms a part of thisAnnual Report.

48. INDEPENDENT DIRECTORS' MEETING:

In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of theSEBI Listing Regulations 2015 the independent directors held their separate meeting 12thNovember 2021 without the attendance of non-independent directors and members ofManagement inter alia to discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) Review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors;

iii) Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties; and

iv) Review the responsibility of independent directors with regard to internalfinancial controls.

All Independent Directors were present at the meeting deliberated on the above andexpressed their satisfaction on each of the matters.

49. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TO IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend andinterest thereon lying with the Company for a period of seven years liable to betransferred to the Investor Education and Protection Fund established by the CentralGovernment.

50. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of theCompany Company's customers vendors and investors for their continued support during theyear.

The Directors also wish to place on record their appreciation for the dedication andcontribution made by employees at all levels and look forward to their support in futureas well.

For and on behalf of the Board of Directors
For Ambani Organics Limited
Place: Mumbai Sd/- Sd/-
Date: 30/05/2022 Rakesh Shah Apooni Shah
DIN: 00503074 DIN: 00503116
Managing Director Wholetime Director

.