Ambani Orgochem Ltd

Standalone:

During the year under review, the sales and other income increased from Rs. 12,604.39 (in lakhs) to Rs. 13,278.11 (in lakhs) as compared to previous year. The Net Profit after tax stood at Rs. 190.71 (in lakhs) as against profit of Rs. 196.79 (in lakhs) in the previous year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 12,604.48 (lakhs) to Rs. 13,278.13 (lakhs) as compared to previous year. The Net Profit after tax stood at Rs. 197.69 (in lakhs) as against profit of Rs. 201.08 (in lakhs) in the previous year.

The Authorized Share Capital of the Company is Rs. 14,00,00,000/- (Rupees Fourteen Crores) divided into 70,00,000 (Seventy Lakhs) Equity shares of Rs. 10/- (Rupees ten only) each and 70,00,000 (Seventy Lakhs) Preference Shares of Rs. 10/- (Rupee ten only).

The paid up Equity Share Capital as at March 31, 2023 stood at 12,12,30,590/- (Rupees Twelve Crores Twelve Lakhs Thirty Thousand Five Hundred and Ninety) divided into 64,32,659 (Sixty Four Lakhs Thirty Two Thousand Six Hundred and Fifty Nine) Equity shares of Rs. 10/-(Rupee ten only) each and 56,90,400 (Fifty Six Lakhs Ninety Thousands and Four Hundred) Preference Shares of Rs. 10/- (Rupee ten only).

During the year, the Company has not made any allotment of shares.

The Company confirms that the annual listing fee to NSE Limited for the financial year 2022-23 has been paid.

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

However, the Company has declared dividend of Rs. 68.28 (in lakhs) to the preference shareholders pursuant to the terms of their issue.

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 31^st March, 2023.

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

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.

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.

Performance of Subsidiaries is as follows:

The total revenue of Omega Woven Mills Private Limited stood at Rs. 6 (in lakhs) [Previous year Rs. 6 (in lakhs)] and Net Profit for the year stood at Rs. 3.47 (in lakhs) [Previous year Net Profit Rs. 2.57 (in lakhs)].

The total revenue Om Maruti Glasswool & Wirenetting Products Private Limited stood at Rs. 6.01 (in lakhs) [Previous year Rs. 6.09 (in lakhs)] and Net Profit for the year stood at Rs. 3.52 (in lakhs) [Previous year Net Profit Rs. 1.71 (in lakhs)]

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 Company's 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 defense cover of the Company's 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 Company's 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 arm's length basis and were in the ordinary course of business. Particulars of contract or 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, your Company has formulated a Policy on Related Party Transactions which is available on Company'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 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 forms part of the Financial Statement.

17. TRANSFER TO RESERVES

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

18. DIRECTORS

Retire by Rotation Mr. Sharad P Kothari

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sharad P Kothari, Director (DIN: 08029922) of the company is liable to retire by rotation in the 37th Annual General Meeting and being eligible, he offer himself for reappointment.

Change in Directors and Key Managerial Personnel

Mr. Rakesh Hashmukhlal Shah was re-appointed as Managing Director 3 years commencing from 3^rd April, 2021 and also Mrs. Apooni Rakesh Shah was re-appointed as Whole time Director of the Company 3 years commencing from 3^rd April 2021.

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, 2023 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 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.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:

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

23. 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 Board's 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.

24. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2022- 23)

The Board met 8 times during the financial year 2 0 22-23 on 2 5 /04/2022, 3 0 29/07/2022, 30/08/2022, 26/09/2022, 14/11/2022, 06/03/2023, 18/03/2023, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

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 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:

Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity a nd quality of financial reporting a nd 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 a ny statutory modification(s) or re- enactment or amendment thereof.

A. Nomination & Remuneration Committee;

B. 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.

26. MEETING OF MEMBERS

During the year, 36^th Annual General Meeting of the Company was held on 26^th September, 2022.

27. 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

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

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNING AND OUTGO

(c) Foreign Exchange earnings and outgo

Expenditure in Foreign Currency- Rs. 7.54 (in lakhs) Earnings in Foreign Exchange- Rs. 3862.85 (in lakhs)

29. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2023 is available on the website of the Company https://ambaniorganics.com/investor

30. 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, 2023, the a pplicable 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, 2023 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.

31. SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Universal Capital Securities Pvt. Ltd, C-101, 247 Park, 1st Floor, L.B.S Marg, Vikhroli (West), Mumbai - 400 083. Shareholders a re requested to send a ll 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.

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 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.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY

AND BANKRUPTCY CODE, 2016

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

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME

SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks 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, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, Board of Directors have recommended to re-appoint, subject to approval of Shareholders M/s. Shambhu Gupta & Co., Chartered Accountants, having Firm Registration No. 007234C, as Auditors of the Company for the second term of five years to hold office from the conclusion of the 36^th Annual General Meeting till the conclusion of the 41^st Annual General Meeting of the Company to be held in the financial year 2026-2027, to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

Statutory Auditor's Report

The Statutory Auditor's report dated 30^th May, 2023 on the financial statements of the Company for the financial year 2022-23 is unmodified & self-explanatory, 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 applicable to company and company has appointed M/s. Ratanghayara & Co. Chartered Accountants, to carry out internal Audit for the financial year 2022-23 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 2022-23 at the meeting of Board of Directors held on 30th

May, 2022. A Secretarial Auditor Report in Form MR-3 given by M/s. Mayank Arora & Co. for the Financial Year ended on 31st March, 2023 has been provided in “Annexure C” which forms parts of this Director's Report.

37. COST RECORDS AND COST AUDIT

The provisions of Section 148(1) of the Companies Act, 2013 is applicable to the company and thus the company has appointed M/s. Hitesh Jain & Associates, Cost Accountants to carry out the cost audit for the financial year 2022-23.

38. 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.

39. 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 2022-23. 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 D” and forms a part of this report.

40. 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 Company's 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 Company's 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.

41. 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 Company's 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 Company's 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 Company's website.

42. 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.

43. CORPORATE GOVERNANCE:

Since the Company's 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 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 this report and is attached as “Annexure E”.

45. INSIDER TRADING

The Board of Directors has a dopted 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 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 Company's 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) a bove is placed on the Company's website www.ambaniorganics.com.

46. 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 financial year 2022-23. 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.

47. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND 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 Babulal Pandya, Chief Financial Officer and Mr. Paresh Harsukhlal Shah, Chief Executive Officer of the Company. The same forms a part of this Annual Report.

48. INDEPENDENT DIRECTORS' MEETING:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting 9^th February 2023, without the attendance of non-independent directors and members of Management, 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 the views of executive directors and non-executive directors; iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and iv) review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed 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 and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

50. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Bankers of the Company, Company's 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.