Ambani Organics Ltd Directors Report.

To,

The Members,

AMBANI ORGANICS LIMITED

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

KEY FINANCIALS:

The financial performance of the Company for the financial year ended March 31, 2020, is 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 733,805,750 799,110,675 733,805,750 801,574,521
Other Expenses excluding finance cost and depreciation 678,875,106 739,587,412 677,762,380 742,321,024
Finance Charges 23,643,152 24,894,824 23,647,844 24,894,826
Depreciation 7,803,002 6,303,802 8,216,865 6,749,414
Profit before exceptional items and Tax 23,484,490 28,324,637 24,178,660 27,609,256
Exceptional Items 1,313,033 3,602,661 1,313,033 3,602,661
Profit before Tax 22,171,457 24,721,976 22,865,627 24,006,595
Provision for Tax:
• Current tax 3,700,860 5,089,464 3,808,647 5,089,464
• MAT Credit 2,031,659 (5,089,464) 1,923,872 (5,089,464)
entitlement
• Tax adjustment of - -
earlier year -
• Deferred tax (1,276,179) (6,618,832) 3,299,934 6,739,836
Profit before Minority Interest - - 13,833,175 17,266,759
Minority Interest - - 1,293 -
Net Profit After Tax 15,162,760 18,103,145 13,831,882 17,266,759
Profit carried to Balance Sheet 15,162,760 18,103,145 13,831,882 17,266,759

1. FINANCIAL HIGHLIGHTS

Standalone:

During the year under review, the sales and other income decreased from Rs. 799,110,675/- to Rs. 733,805,750 /- as compared to previous year. The Net Profit after tax stood at Rs.15, 162,760 /- as against profit of Rs. 18,103,145 /- in the previous year.

Consolidated:

During the year under review, the sales and other income decreased from Rs. 801,574,521/- to Rs. 733,805,750/- as compared to previous year. The Net Profit after tax stood at Rs. 13,831,882/- as against profit of Rs. 17,266,759/- in the previous year.

2. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 70,000,000/- (Rupees Seven Crores) divided into 7,000,000 (Seventy Lakhs) Equity shares of Rs. 10/- each.

The paid up Equity Share Capital as at March 31, 2020 stood at Rs. 50,786,590/- (Rupees Five 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, 78,659 Equity Shares on SME Platform 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 year 2019-20 has been paid.

4. DIVIDEND

In order to preserve funds for future business endeavors, your directors do not recommend any dividend.

5. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. There was no public outstanding 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 financial year.

7. IMPACT OF NOVEL COVID-19 PANDEMIC

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

8. SECRETARIAL STANDARD OF ICSI

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

9. IMPLEMENTATION OF CORPORATE ACTION

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

10. INDUSTRIAL RELATIONS:

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

11. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has two Subsidiary Companies i.e. Omega Woven Mills Private Limited and Om Maruti Glasswool & Wirenetting Products Private Limited. However, the Company does not have any Joint Venture and Associate Company.

Performances of Subsidiaries are as follows:

The Total revenue of Omega Woven Mills Private Limited stood at Rs. 6,00,000/- (Previous year Rs. 6,00,000/-) and Net Profit for the year stood at Rs. 2,58,631/- (Previous year Loss Rs. 155,409/-)

The total revenue Om Maruti Glasswool & Wirenetting Products Private Limited stood at Rs. 6,00,000/- (Previous year Rs. 6,02,394/-). and Net loss for the year stood at Rs. 15,88,218/- (Previous year Net Profit Rs. 6,80,976/-)

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

12. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. These levels form the strategic defence cover of the Companys risk management. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of 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 efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company on various activities also puts necessary internal control systems in place to ensure that business operations are directed towards attaining the stated 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 on an arms length basis and were in the ordinary course of business. Particulars of contract or 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 Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys 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 or Tribunal which would impact the going concern status of the Company and its future operations.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2019-20 forms part of the Financial Statement.

17. TRANSFER TO RESERVES

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

18. DIRECTORS

Retire by Rotation- Dilipkumar Mehta

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

Change in Directors and Key Managerial Personnel

During the Year, Ms. Richa Chokanhi (PAN No.: AUYPC9212G), appointed as Company Secretary and Compliance Officer w.e.f. 16th March, 2020 and Ms. Vaijanti Sawant resigned from 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 Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

20. KEY MANAGERIAL PERSONNEL

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the 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 from being 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 of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities 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 formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. 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 Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

21. BOARD EVALUATION

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

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and Composition, effectiveness of Board 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/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board, excluding the director 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, 27/08/2019, 13/11/2019, 13/02/2020, 16/03/2020; the intervening gap between any two meetings was within 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. Stakeholders Relationship Committee

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

a. Audit Committee;

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

The Audit committee met Four (4) times during the Financial Year 2019-20. The Committee met on 25/05/2019, 27/08/2019, 13/11/2019 and 13/02/2020. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Audit Committee.

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 effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial

reporting and its Compliances with the legal and regulatory requirements. The committee oversees the work carried out in the financial reporting process by the Management and the Statutory 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 Audit Committee are in conformity with the applicable provisions of the Companies Act, 2013 and Listing Obligation Requirements (including any statutory modification(s) or reenactment or amendment thereof.

b. Nomination & Remuneration Committee;

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination & Remuneration committee met One (1) times during the Financial Year 2019-20. The Committee met 16/03/2020. A brief detail of the policy is posted on the website of the Company i.e. www.ambaniorganics.com. The table below provides composition and 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 Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met Four (4) times during the Financial Year 2019-20. The Committee met on 25/05/2019, 27/08/2019, 13/11/2019 and 13/02/2020. The necessary quorum was present for all Meetings. The table below provides composition and attendance 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 September, 2019.

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

The Company was originally incorporated as a private company. Subsequently after its conversion from private to public company vide MCA Approval dated 7th March, 2018 the name of 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 Companys 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 equipments Not applicable, in view of comments in clause (i)

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency- 7,46,398/ - Earnings in Foreign Exchange- Rs. 11,29,38,127/-

27. EXTRACT OF ANNUAL RETURN

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

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013.

(i) That in the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation 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 and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2020 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(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 financial controls were adequate and were operating effectively;

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

29. SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Universal Capital Securities Pvt. Ltd , 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mahakali Caves Road, Andheri (East),. Shareholders are requested to send all 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 Arora, Proprietor of M/s. Mayank Arora & Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held 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 Accountants Statutory Auditors of the Company, having Firm Registration No. 007234C Statutory Auditors of the Company, were appointed for a term of Five years from the previous 32nd Annual General Meeting of the Company, till the conclusion of the 5th consecutive Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting at a remuneration decided by the Board of Directors of the Company. Accordingly, the current term of appointment of M/s Shambhu Gupta & Co., Chartered Accountants, will expire on conclusion of 36th Annual General Meeting of the Company.

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

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

Statutory Auditors Report

The Statutory Auditors report dated July 17, 2020 on the financial statements of the Company for FY 2019-20 is unmodified and does not 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 company and company has appointed M/s. Kavita Birla & Co., Chartered Accountants, to carry out internal Audit for the financial year 2019-20 based on the recommendation of the Audit Committee.

(c) Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/s. Mayank Arora & Co., Company Secretaries has been appointed as Secretarial Auditor of the company for the Financial Year 2019-20 in the Board of Director held 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 Directors Report.

33. COST RECORDS AND COST AUDIT

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

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

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

35. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees who are employed throughout the financial year was in receipt of remuneration for that year of not less than One Crore and Two Lakh Rupees and if employed for a part of the financial year was in receipt of remuneration for any part of that year of not less than Eight Lakh and Fifty Thousand Rupees per month to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the prescribed limit during the financial year 2019-20. The information required under section 197 of the act read with Rule 5(1) of the companies (Appointment and Remuneration) Rules, 2014 is annexed as "Annexure E" and forms a part of this report.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Companys three immediately preceding financial year.

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

The Policy outlines the Companys philosophy as a responsible corporate citizen of India. It also lays down the guidelines and mechanism for undertaking socially useful programs for welfare and sustainable development of the community, in the local area and around areas of operations of the Company including other parts of the Country. CSR programs or projects to be undertaken by the Company in terms of the Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The Corporate Social Responsibility Policy is available on the website of the Company.

37. GOODS & SERVICE TAX REGISTRATION

Goods & Service Tax ("GST"), which is a comprehensive indirect tax reform is introduced in India w.e.f. 1st July, 2017 and was applicable throughout India which replaced multiple cascading taxes levied by the Central and State Governments. Hence, your Company 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 a formal mechanism for all employees and the Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Companys website. No person was denied access to the Chairperson of the Audit Committee to report any concern. The said Whistle Blower Policy has been disseminated on the Companys website.

39. SEXUAL HARASSMENT

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

40. CORPORATE GOVERNANCE:

Since the Companys Securities are listed on SME Emerge platform of National stock Exchange of India Limited, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provisions 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 Boards 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 this report and is attached as "Annexure F".

42. INSIDER TRADING

The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while while dealing with shares of the company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the companys shares.

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

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Companys website www.ambaniorganics.com.

43. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have to affirm compliance with the code for the F.Y. 2019-20. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect 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 the Company, Companys customers, vendors and investors for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as 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