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Ambani Organics Ltd.

BSE: 535097 Sector: Industrials
NSE: AMBANIORG ISIN Code: INE00C501018
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Ambani Organics Ltd. (AMBANIORG) - Director Report

Company director report

To

The Members

AMBANI ORGANICS LIMITED

The Board of Directors of your Company take pleasure in presenting the standalone andconsolidated reports on the operational and business performance along with the auditedfinancial statements for the financial year ended March 31 2020.

KEY FINANCIALS:

The financial performance of the Company for the financial year ended March 31 2020is summarized below:

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
(Rs.) (Rs.) (Rs.) (Rs.)
Revenue from Operations (Net of Excise) and Other Income 733805750 799110675 733805750 801574521
Other Expenses excluding finance cost and depreciation 678875106 739587412 677762380 742321024
Finance Charges 23643152 24894824 23647844 24894826
Depreciation 7803002 6303802 8216865 6749414
Profit before exceptional items and Tax 23484490 28324637 24178660 27609256
Exceptional Items 1313033 3602661 1313033 3602661
Profit before Tax 22171457 24721976 22865627 24006595
Provision for Tax:
• Current tax 3700860 5089464 3808647 5089464
• MAT Credit 2031659 (5089464) 1923872 (5089464)
entitlement
• Tax adjustment of - -
earlier year -
• Deferred tax (1276179) (6618832) 3299934 6739836
Profit before Minority Interest - - 13833175 17266759
Minority Interest - - 1293 -
Net Profit After Tax 15162760 18103145 13831882 17266759
Profit carried to Balance Sheet 15162760 18103145 13831882 17266759

1. FINANCIAL HIGHLIGHTS

Standalone:

During the year under review the sales and other income decreased from Rs.799110675/- to Rs. 733805750 /- as compared to previous year. The Net Profit after taxstood at Rs.15 162760 /- as against profit of Rs. 18103145 /- in the previous year.

Consolidated:

During the year under review the sales and other income decreased from Rs.801574521/- to Rs. 733805750/- as compared to previous year. The Net Profit after taxstood at Rs. 13831882/- as against profit of Rs. 17266759/- in the previous year.

2. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 70000000/- (Rupees Seven Crores)divided into 7000000 (Seventy Lakhs) Equity shares of Rs. 10/- each.

The paid up Equity Share Capital as at March 31 2020 stood at Rs. 50786590/- (RupeesFive Crore Seventy Lakhs Eighty Six Thousand Five Hundred and Ninety).

3. INITIAL PUBLIC OFFER AND LISTING OF SHARES

The Company has received the trading approval for total 50 78659 Equity Shares on SMEPlatform of NSE Limited with effect from 18th July 2018 having the symbol "AMBANIORG".

The Company confirms that the annual listing fee to NSE Limited for the financial year2019-20 has been paid.

4. DIVIDEND

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

5. 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 2020.

6. CHANGES IN NATURE OF BUSINESS

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

7. IMPACT OF NOVEL COVID-19 PANDEMIC

Due to novel COVID-19 outbreak the Maharashtra Government announced lockdown in fourcities of Maharashtra i.e. Mumbai Pune Nagpur and Pimpri Chinchwad from the midnight ofMarch 20 2020 till March 31 2020. The Government of India announced a nationwidelockdown of 21 days with effect from March 25 2020 which got extended from time to timeto combat the spread of the COVID-19 virus. In compliance with various directives issuedby the State / Central authorities your Company suspended the some operations at theOffice and shut the offices with a view to safeguard the risks to the health of theemployees of the Company.

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.

Performances of Subsidiaries are as follows:

The Total revenue of Omega Woven Mills Private Limited stood at Rs. 600000/-(Previous year Rs. 600000/-) and Net Profit for the year stood at Rs. 258631/-(Previous year Loss Rs. 155409/-)

The total revenue Om Maruti Glasswool & Wirenetting Products Private Limited stoodat Rs. 600000/- (Previous year Rs. 602394/-). and Net loss for the year stood at Rs.1588218/- (Previous year Net Profit Rs. 680976/-)

The details of the same are given in Form AOC-1 as "Annexure A" forming partof 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 is annexed herewith in Form AOC 2 as "Annexure -B". In line with the requirements of the Companies Act 2013 and Listing Regulationsyour Company 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 2019-20 forms part ofthe Financial Statement.

17. TRANSFER TO RESERVES

During the financial year 2019-20 under review the Company does not propose totransfer any amount to General Reserve.

18. DIRECTORS

Retire by Rotation- Dilipkumar Mehta

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Dilipkumar Mehta Director (DIN: 08122334) of the companyis liable to retire by rotation in the 34th Annual General Meeting and being eligible heoffer himself for re-appointment.

Change in Directors and Key Managerial Personnel

During the Year Ms. Richa Chokanhi (PAN No.: AUYPC9212G) appointed as CompanySecretary and Compliance Officer w.e.f. 16th March 2020 and Ms. Vaijanti Sawant resignedfrom the post of Company Secretary and Compliance Officer w.e.f. 11th March 2020.

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 2020 are as follows:

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

• Mr. Paresh Harsuklal 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.

a. 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 Company issued a formalletter of appointment outlining his / her role function duties and responsibilities as adirector. The formal letter of appointment is hosted on the website of the Company.

b. Familiarization programmer 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.

21. 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.

22. MEETING OF BOARD OF DIRECTORS

A) Number of Board Meetings in the year (FY 2019- 20)

The Board met 5 times during the financial year 2019-20 on 25/05/2019 27/08/201913/11/2019 13/02/2020 16/03/2020; the intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.

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

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

23. 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 Four (4) times during the Financial Year 2019-20. The Committeemet on 25/05/2019 27/08/2019 13/11/2019 and 13/02/2020. The Necessary quorum was presentfor all Meetings. The table below provides composition and attendance of the AuditCommittee.

NAME CATEGORY MEETINGS ATTENDED
1 Mr. Sanjay Natwarlal Mehta Chairman & Independent NonExecutive Director 4 of 4
2 Mr. Rakesh Hashmuklal Shah Managing Director 4 of 4
3 Mr. Prakash Anna Mahanwar Independent Non-Executive Director 4 of 4

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 financial

reporting 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 reenactment 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 Year2019-20. The Committee met 16/03/2020. 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.

NAME CATEGORY MEETINGS ATTENDED
1 Prakash Anna Mahanwar Chairman & Independent NonExecutive Director 1 of 1
2 Sanjay Natwarlal Mehta Independent NonExecutive 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 Year2019-20. The Committee met on 25/05/2019 27/08/2019 13/11/2019 and 13/02/2020. Thenecessary quorum was present for all Meetings. The table below provides composition andattendance of the Stakeholders Relationship Committee.

NAME 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

24. MEETING OF MEMBERS

During the year 33rd Annual General Meeting of the Company was held on 28th September2019.

25. 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

The Company was originally incorporated as a private company. Subsequently after itsconversion from private to public company vide MCA Approval dated 7th March 2018 the nameof the company was changed to Ambani Organics Limited.

26. 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 Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)
(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 of energy 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- 746398/ - Earnings in Foreign Exchange- Rs.112938127/-

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Sub- Section (3) of Section 92 of the Companies Act 2013 is includes in thisReport as "Annexure-C" and forms an integral part of this Report. The AnnualReturn as referred in Section 134(3)(a) of the Companies Act 2013 for the financial yearended March 31 2020 shall be placed on the website of the Company atwww.ambaniorganics.com.

28. 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 2020 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 consistently andjudgments 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 2020 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.

29. SHARE TRANSFER SYSTEM

All share transfer dematerialization and related work is managed by Universal CapitalSecurities Pvt. Ltd 21 Shakil Niwas Opp. Satya Saibaba Temple Mahakali Caves RoadAndheri (East) Mahakali Caves Road Andheri (East). Shareholders are requested to sendall share transfer requests demat/remat requests correspondence relating to shares i.e.change of address Power of Attorney etc. to the registrar and transfer agents.

30. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI) Mr. Mayank AroraProprietor of M/s. Mayank Arora & Co. Practicing Company Secretaries carried out theShare Capital Audit to reconcile the total admitted capital with National SecuritiesDepository Limited (NSDL) Central Depository Services (India) Limited (CDSL) and sharesheld physically as per the register of members and the total issued and listed capital.

31. INVESTORS CORRESPONDENCE

Universal Capital Securities Pvt. Ltd.

21 Shakil Niwas Opp. Satya Saibaba Temple

Mahakali Caves Road Andheri (East)

Mahakali Caves Road Andheri (East)

Tel No: +91 (22) 2820 7203-05 / 2825 7641

Fax No: +91 22 2820 7207

Email-id: rajeshg@unisec.in

Website: www.unisec.in

32. AUDITORS

(a) Statutory Auditors

Pursuant to Section 139(2) of the Companies Act 2013 read with rule 6 of Companies(Audit and Auditors) Rules 2014 M/s Shambhu Gupta & Co. Chartered AccountantsStatutory Auditors of the Company having Firm Registration No. 007234C Statutory Auditorsof the Company were appointed for a term of Five years from the previous 32nd AnnualGeneral Meeting of the Company till the conclusion of the 5th consecutive Annual GeneralMeeting of the Company subject to ratification by the Members at every Annual GeneralMeeting at a remuneration decided by the Board of Directors of the Company. Accordinglythe current term of appointment of M/s Shambhu Gupta & Co. Chartered Accountantswill expire on conclusion of 36th Annual General Meeting of the Company.

The Company has received consent letter and eligibility certificate under Sections 139and 141 of the Act wherein M/s. Shambhu Gupta & Co. Chartered Accountants haveconfirmed that their appointments if made would be in accordance with the provisions ofthe Section 141 Companies Act 2013 and that they are not disqualified from beingreappointment. As required under Regulation 33 of LODR Regulations they have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

Pursuant to Section 40 of Companies Amendment Act 2017 the requirement of ratificationof the appointment of the Auditors by the Members at every AGM is not required and hencein the ensuing AGM ratification of appointment of Statutory Auditors is not seeked.

Statutory Auditor's Report

The Statutory Auditor's report dated July 17 2020 on the financial statements of theCompany for FY 2019-20 is unmodified and does not have any reservations qualifications oradverse 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 2019-20 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 2019-20 in the Board of Directorheld on 25th May 2019. A Secretarial Auditor Report in Form MR-3 given by Mayank Arora& Company for the Financial Year ended on 31st March 2020 has been provided in"Annexure D" which forms parts of this Director's Report.

33. 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.

34. 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.

35. 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 2019-20. The information requiredunder section 197 of the act read with Rule 5(1) of the companies (Appointment andRemuneration) Rules 2014 is annexed as "Annexure E" and forms a part of thisreport.

36. 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.

37. GOODS & SERVICE TAX REGISTRATION

Goods & Service Tax ("GST") which is a comprehensive indirect tax reformis introduced in India w.e.f. 1st July 2017 and was applicable throughout India whichreplaced multiple cascading taxes levied by the Central and State Governments. Hence yourCompany has also got registered under the same for trading of Paint & Paper Binder.GST registration number of the Company and primary address are as under:

LOCATION OF PRIMARY PLACE OF BUSINESS

GSTIN ALLOTTED

N 44 MIDC Tarapur Boisar Thane - 401506

27AAECA6247N1ZA

38. 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.

39. 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.

40. 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.

41. 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 F".

42. 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 while dealing with shares ofthe company as well as consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards 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.

43. 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. 2019-20. 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.

44. CERTIFICATION FROM CHIEF FINANCIAL OFFICER /CHIEF EXECUTIVE OFFICER OF THE COMPANY:

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

45. 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

Ambani Organics Limited

Sd/- Sd/-
Date: 17/07/2020 Rakesh Shah Apooni Shah
Place: Mumbai DIN: 00503074 DIN: 00503116
Managing Director Wholetime Director

.