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Directors Report of Gujarat Ambuja Exports Ltd.

Mar 31, 2023

The Board of Directors have pleasure in presenting the 32nd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31,2023.

Pursuant to notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from April 01,2016 and the accounts are prepared under Ind AS.

FINANCIAL HIGHLIGHTS

The Boards Report is prepared based on the Standalone Financial Statements of the Company. The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in crores)

PARTICULARS

STANDALONE

CONSOLIDATED

1

FY 2022-23

FY 2021-22

FY 2022-23

FY 2021-22

Net Revenue from Operations & Other Income

4982.87

4724.35

4983.00

4724.37

Profit Before Interest, Depreciation & Taxes

549.12

741.18

549.05

741.18

Less:

a. Finance Costs

13.26

5.68

13.26

5.68

b. Depreciation & Amortisation Expenses

94.66

97.33

94.66

97.33

c. Provision for Taxation (including Deferred Tax)

111.03

162.73

111.03

162.73

Net Profit for the Year

330.17

475.44

330.10

475.44

Other Comprehensive Income and other adjustments

0.44

0.01

0.44

0.01

Total Comprehensive Income for the year

330.61

475.45

330.54

475.45

Earnings Per Share (Face Value of '' 1/- each)-Basic & Diluted

14.40

20.73

14.40

20.73

Note: Previous year’s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond with the current year’s classification / disclosure and may not be comparable with the figures reported earlier.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Company’s performance, the Board of Directors at its meeting held on May 06, 2023 recommended final dividend of '' 0.70/- per equity share of '' 1/- each for the financial year FY 2022-23 amounting to '' 16.05 crores, subject to the approval of Members at the ensuing Annual General Meeting of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the Dividend Distribution Policy of the Company aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Dividend Distribution Policy of the Company is displayed on the website of the Company.

(URL: https://www.ambuiagroup.com/wp-content/uploads /2019/05/Dividend-Distribution-Policy.pdf)

BUSINESS OPERATIONS / STATE OF THE COMPANY''S AFFAIRSa. Operational Performance

The Company recorded operational revenue of '' 4908.99 crores as compared to '' 4670.31 crores during the previous financial year. The Company achieved EBIDTA margin of 11.19% in FY 2022-23 against the same at the level of 15.86% in FY 2021-22.

Export Sales for the FY 2022-23 was '' 1515.81 crores as compared to '' 1115.16 crores for the FY 2021-22 mainly due to demand in international market.

The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of '' 549.12 crores for the FY 2022-23 against that of '' 741.18 crores for the FY 2021-22.

b. Capital Projects for the year FY 2022-23

During the FY 2022-23, the Company has invested about '' 49.30 crores in the ongoing projects mainly into routine capital expenditures in modifications of existing

projects. This investment was for its maize processing units at all locations and agro processing segments.

Apart from routine capital expenditures on the ongoing projects, the Company has invested '' 194.12 crores in the new projects which also includes '' 119.43 crores towards green field project of 1,200 TPD at Malda in West Bengal.

SHARE CAPITAL

As on March 31, 2023, the issued, subscribed and paid up capital of the Company stood at '' 22,93,35,330/- comprising of 22,93,35,330 equity shares of '' 1/- each.

During the FY 2022-23, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity or Employee Stock Option scheme.

CHANGE IN NATURE OF BUSINESS

During the FY 2022-23, there is no change in the nature of the business of the Company.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2023.

CORPORATE MATTERSa. Corporate Governance Report

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Regulations. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate Corporate Governance Report, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this Annual Report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different divisions / segments of the Company is annexed as Annexure-B to this report.

c. Business Responsibility and Sustainability Report ("BRSR”)

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on Company’s business as required by Regulation 34(2) of the Listing Regulations, prepared based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC) is annexed as Annexure-C forming part of this Annual Report.

SUBSIDIARY COMPANY

The Company does not have any associate company or joint venture. The Company had acquired 100% equity shares of Mohit Agro Commodities Processing Private Limited on September 09, 2020 to support the business operations of the Company, thereby making it as wholly owned subsidiary of the Company. During the FY 2022-23 your Company has incorporated one wholly owned subsidiary namely Maiz Citchem Limited on November 1 1,2022.

Further pursuant to provisions of Section 129(3) of the Companies Act, 2013 (the "Act") read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is set out as Annexure-D to this report.

In accordance with Section 136 (1) of Act, the annual report of your Company containing inter alia, financial statements including consolidated financial statements, are available on website of the Company (URL: https://www.ambujagroup. com/). Further, the financial statements of the subsidiary are also available on the website of the Company (URL: https://www.ambuiagroup.com/). These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

AMALGAMATION OF MOHIT AGRO COMMODITIES PROCESSING PRIVATE LIMITED ("MACPPL") WITH THE COMPANY

The scheme for amalgamation of MACPPL with the Company is approved by National Company Law Tribunal on August 01, 2023. Scheme will be effective from the date of filing of certified true copy of the order with the Registrar of Companies, Gujarat. The Company has not received copy of order as on date of this report.

FINANCE AND INSURANCEa. Working Capital

The Working Capital ("WC”) requirements of the Company during the year was almost at the similar level at which it has started at the beginning of the year. '' 266.19 Crores outstanding as on March 31, 2022 was repaid by the Company However, working capital limits have decreased in last quarter and amount outstanding as on March 31, 2023 is '' 217.58 Crores.

During the FY 2022-23, the Company has not raised any funds through Commercial Paper ("CP”). The CP market has lower appetite of investors due to NBFC and

infrastructure segment crisis and preference for highest rating. This has resulted in higher cost of borrowing through CP.

The Company has a rating of AA-/Stable with positive outlook for long term working capital facilities from CRISIL as per the applicable regulatory norms. During the FY 2022-23 there is no change in rating of the Company. The details of the Credit Rating is available on the Company website at (URL: https://www. ambujagroup.com/wp-content/uploads/7070/1 7/ Credit%20Rating 02.12.2020.pdf).

b. Term Loans

During the FY 2022-23, the Company has not availed any fresh term loan.

c. Insurance

All assets and insurable interests of the Company, including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The Company has also taken Director''s and Officer’s Liability Policy to provide coverage against the liabilities arising on them.

DEPOSITS

During the FY 2022-23 the Company has not accepted any deposits within the meaning of Section 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

During the FY 2022-23 the Company has not availed any loan(s) from the Directors or their Relatives.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. The following changes took place in the Directors and Key Managerial Personnel during the FY 2022-23:

- Appointment of Mr. Sudhin Choksey (DIN: 00036085) as an Independent Director of the Company for a period of five (5) years w.e.f. November 29, 2022.

- Appointment of Mr. Kalpesh Bhupatbhai Dave as Company Secretary and Compliance officer of the Company w.e.f December 01,2022.

- Resignation of Ms. Chetna Dharajiya as Company Secretary and Compliance officer of the Company w.e.f November 30, 2022.

There was no other change in the composition of the Board of Directors and Key Managerial Personnel during the FY 2022-23, except as stated above.

Pursuant to provisions of the Act, and Articles of Association of the Company, Mrs. Sulochana Gupta (DIN: 00028225) Non-Executive Director of the Company is liable to retire by rotation and being eligible, has offered herself for reappointment. Brief resume, nature of expertise, details of directorships held in other companies of the above Director proposed to be re-appointed, along with her shareholding in the Company, as stipulated under Secretarial Standard - 2 (Secretarial Standard on General Meeting) and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act, and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of Schedule V of Listing Regulations. A Certificate to this effect, duly signed by Mr. Niraj Trivedi, Practicing Company Secretary is annexed as Annexure - E to this report.

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Annual Report.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Mr. Manish Gupta: Chairman & Managing Director;

2. Mr. Sandeep Agrawal: Whole-Time Director;

3. Mr. Nagaraj Giridhar: Chief Financial Officer;

4. Mr. Kalpesh Bhupatbhai Dave: Company Secretary (w.e.f. December 01,2022)

5. Ms. Chetna Dharajiya: Company Secretary. (up to November 30, 2022)

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the year ended March 31, 2023, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out

under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 March 31,2023;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts / financial statements have been prepared on a ''going concern’ basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-F to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS'' REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors’ Report affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the FY 2022-23, the Company has entered into transactions with related parties as defined under Section 2(76) of the Act, read with Companies (Specification of

Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Act, read with the Rules issued thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (Ind AS) - 24 are set out in Note No. 38 to the Standalone Financial Statements forming part of this Annual Report.

Further the transactions of the Company with person or entity belonging to the promoter / promoter group i.e. Mr. Manish Gupta who hold(s) 10% or more shareholding in the Company are set out in Note No. 38(b)(e) to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-G to this report.

AUDITORSa. Statutory Auditors and Auditor''s Report

As per the provisions of Sections 139, 142 and all other applicable provisions of the Act, (including any statutory modification(s) or re-enactment thereof, for the time being in force) at the 31st Annual General Meeting of the Company held on August 12, 2022, the Members of the Company had appointed M/s. Kantilal Patel & Co, Chartered Accountants (Firm Registration No. 104744W), as Statutory Auditors of the Company to hold the office for a term of 5 (five) years from the conclusion of 31st (thirty first) Annual General Meeting till the conclusion of the 36th Annual General Meeting to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditors’ report does not contain any qualification, reservation or adverse remark and is selfexplanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the FY 2022-23.

b. Cost Auditors

The Company had appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditors of the Company for audit of cost accounting records of its activities for the

FY 2022-23. Pursuant to Section 148 of the Act, read with the Rules issued thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Boards of Directors of the Company, on the recommendations made by the Audit Committee, at its meeting held on May 06, 2023, has approved the appointment of M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditor of the Company to conduct the audit of cost records for the 2023-24. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 32nd Annual General Meeting, would not exceed '' 2,20,000/- (Rupees Two Lacs Twenty Thousand Only) excluding taxes and out of pocket expenses, if any.

The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Act, for appointment as Cost Auditors and his / its independence and arm’s length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Act, \read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara as Secretarial Auditors of the Company for the FY 2022-23 to conduct Secretarial Audit and the Secretarial Audit Report in Form MR-3 was furnished by him. The Secretarial Audit Report for FY 2022-23 is annexed herewith as Annexure-H to this report.

The Secretarial Auditors’ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications / comments.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company at its meeting held on July 26, 2014 and has been amended from time to time considering the new requirements / amendments in the Regulations. The said policy provides a formal mechanism for all Directors and employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company’s Code of Conduct and Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairman of the Audit Committee.

Further, SEBI vide its notification dated December 31, 2018, has amended the provisions under the SEBI (Prohibition

of Insider Trading) Regulations, 2015, by issuance of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, which came into effect from April 01, 2019, which inter alia, provides for the "Written Policies and Procedures" for inquiry in case of leak of unpublished price sensitive information ("UPSI") or suspected leak of UPSI and to have a "Whistler Blower Policy" and to make Directors and employees aware of such policy to enable them to report instances of leak of UPSI.

Pursuant to above and in order to effect the amendments as notified by SEBI, for time to time, in the above Regulations, the Board of Directors of the Company has approved and adopted the revised "Vigil Mechanism / Whistle Blower Policy" which is displayed on the website of the Company.

(URL: https://www.ambuiagroup.com/wp-content/uploads /2019/05/Vigil-Mechanism-Policy 73.01.7070.pdf)

CORPORATE SOCIAL RESPONSIBILITY

The Company has consistently contributed towards the welfare of the community owing to its philosophy, also had a relentless approach towards its CSR initiatives and brought a significant development in the Society. Our approach is to benefit the entire ecosystem of which we are an integral part. We are committed towards our inter-reliant ecosystem of customers, shareholders, associates, employees, Government, environment and society. The Company is highly committed to continue its business in an environment which is eco-friendly, ethical as well as society driven. The Company looks forwards for the overall development of people around it and believes in giving back to the society. The Company has framed a policy for the Corporate Social Responsibility laying down the guidelines for sustainable development of the society.

During the FY 2022-23, the Company has undertaken directly and indirectly various initiatives contributing to the environment including environmental sustainability, implementing environmental plan through planting trees & plants, providing safe drinking water facilities, sanitation facilities, rural development, women empowerment, animal welfare, conservation of natural resources, etc. The Company has also developed comprehensive plan for carrying out activities focusing on promoting education, health care including preventive health care programme to eradicate hunger, poverty & malnutrition. The Company also developed comprehensive plan for carrying out employment and employability through skill development and training, upliftment of rural and backward area through Rural Development Projects and also supporting various community development projects in locations, where the Company operates. The Company has also framed Annual Action Plan for efficient spending of amount allocated for

Corporate Social Expenditure for FY 2022-23, which is available on the website of the Company.

(URL: https://www.ambuiaaroup.com/wp-content/uploads /2023/05/Annual%20Action%20Plan%202022-23.pdf)

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time beina in force), is annexed herewith as Annexure-I to this report and also displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/

uploads/2023/08/FY%202022-23.pdf)

MEETINGS OF THE BOARD

5 (five) meetings of the Board of Directors were held during the FY 2022-23. The details of the meetings of the Board of Directors / Committees of the Board of Directors, are provided in the Corporate Governance Report, which forms part of this report.

COMMITTEES OF BOARD

As on March 31, 2023, the Board has eight (8) Committees including Mandatory and Non-mandatory Committees:

Mandatory Committees includes: Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Share Transfer Committee. Non-mandatory Committees includes: Internal Committee and Investment Committee. A detailed note on the composition of the mandatory committees, meetings held during the year and its major terms of reference are provided in the Corporate Governance Report, which forms part of this report.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report, which forms part of this report and same is also available on the website of the Company.

(URL: https://www.ambuiagroup.com/wp-content/uploads /2021/01/Details%20of%20familiarization%20programmes. pdf)

RISK MANAGEMENT

The Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Committee reports to the Board of Directors of the Company. At plants / units level, Internal Committees have been formed, headed by plants / units heads of respective plants / units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board of Directors threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Act, read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and regulation 19 of the Listing Regulations, Board of Directors of the Company has in its meeting held on May 06, 2023 approved and adopted a revised Nomination and Remuneration Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnels (KMPs), Senior Management Personnel and other employees of the Company.

The brief outline / salient features of Nomination and Remuneration Policy, inter alia, includes:

(I) Objects of the Policy:

a. ensure that Directors, KMPs and Senior Management Personnels are remunerated in a way that reflects the Company’s long-term strategy;

b. align individual and team reward with business performance in both the short term and long term;

c. encourage executives to perform to their fullest capacity;

d. to be competitive and cost effective;

e. formulation of criteria for identification and selection of the suitable candidates for the various positions;

f. to recommend policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company;

g. recommend to Board on appropriate performance criteria for the Directors and carry on the performance evaluation of the Directors;

h. to identify ongoing training and education programs for the Board to ensure that NonExecutive Directors are provided with adequate information regarding options of the business, the industry and their legal responsibilities and duties;

i. to assist Board in ensuring Board nomination process in accordance with the Board Diversity policy;

j. to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

(II) The Nomination and Remuneration Committee shall recommend remuneration considering below criteria / principle:

a. level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c. remuneration to Directors, KMPs and Senior Management Personnels involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

(III) Criteria for selection of members on the Board of Directors and candidates for KMP and Senior Management Personnel

(IV) Term / tenure of appointment, removal, retirement

(V) Remuneration Policy for Directors, KMPs and other employees

(VI) Contents of Remuneration Package

(VII) Evaluation process

(VIII) Flexibility, judgment and discretion

The Nomination and Remuneration Policy of the Company

is displayed on the website of the Company. (URL: https://

www.ambuiaaroup.com/wp-content/uploads/201 9/05/ Nomination%20and%20Remuneration%20Policy.pdf)

The information required under Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in Annexure-J to this report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and NonExecutive Directors of the Company as per Section 178 of the Act, as amended from time to time, and as per Regulation 19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Board’s Performance Evaluation Policy document along with performance evaluation criteria / form for Independent and NonIndependent Directors of the Company and criteria for evaluation of Board’s / Committee’s performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Separate meeting of Independent Directors of the Company was held on January 28, 2023 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees for the 2023-24 has been paid to these Stock Exchanges.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company at its meeting held on January 30, 2016, has approved and revised the Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & all the Units of the Company.

During the FY 2022-23, there was no complaint received pertaining to Sexual Harassment.

Further pursuant to amendments in Schedule V Part C of Listing Regulations, the Company is required to disclose the number of complaints filed and disposed during the financial year and pending as on end of the financial year. Considering the above amendments to be included in the existing policy, the Board of Directors of the Company has approved and adopted revised ''Policy on Protection of Women against Sexual Harassment at Work place'' on March 30, 2019. Further the details / disclosure pertaining to number of complaints filed and disposed during the FY 2022-23 and pending as on end of the financial year i.e. March 31,2023 are provided in the Corporate Governance Report, which forms part of this report.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act, and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act, and the Rules made thereunder about their status as Independent Directors of the Company.

The Company has also received necessary declarations from each of the Independent Directors that they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company.

(URL: https://www.ambuiagroup.com/wp-content/

uploads/2023/08/F.Y.%202022-2023.pdf)

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safe guarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Act, Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS

During the FY 2022-23, The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE,2016

During the FY 2022-23, There was no application made nor any processing was pending under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF During the FY 2022-23, there was no such instance.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. For the Company, safety is of paramount importance and as a good corporate citizen; it is committed to ensure safety of all its employees & the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in. Employees at various plants of the Company were given training on basic and advanced fire safety including mock drills for emergency preparedness plan. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees’ safety. The Company is implementing programme to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants / units of the Company are received by the Company and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants / units, if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are vital and most valuable assets for the Company. They playa significant role in your Company’sgrowth strategy. Your Company emphasizes on talent nurturing, retention and engaging in a cordial, amicable and constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors also value the professionalism and commitment

of all employees of the Company and place on record their appreciation and acknowledgement of the efforts, dedication and contribution made by employees at all levels that has contributed to Company’s success and remain in the forefront of Agro based Industry business. The Board of Directors wish to place on record the co-operation received from all the valuable employees, staff and workers at all levels and at all plants / units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All the Company’s operations are guided and aligned towards maximising shareholders value.

APPRECIATION & ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank Company’s employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Directors take this opportunity to thank our customers for their continued loyalty with our products which has resulted in the Company’s extraordinary success in industry even in these unprecedented times. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, investors and bankers. Further we would also like to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors and other consultants. We look forward to continued support of all them in future as well.

For and on behalf of the Board of Directors MANISH GUPTA

Place : Ahmedabad Chairman & Managing Director

Date : August 05, 2023 (DIN:00028196)


Mar 31, 2022

The Board of Directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Financial Statements for the year ended March 31,2022.

Pursuant to notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from April 1,2016 and the accounts are prepared under Ind AS.

FINANCIAL HIGHLIGHTS

The Boards Report is prepared based on the Standalone Financial Statements of the Company. The summary of the financial results for the year and appropriation of divisible profits is given below:

Particulars

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Net Revenue from Operations & Other Income

4724.35

4734.13

4724.37

4734.15

Profit Before Interest, Depreciation & Taxes

741.18

561.49

741.18

561.42

Less:

a. Finance Costs

5.68

5.77

5.68

5.77

b. Depreciation & Amortisation Expenses

97.33

103.25

97.33

103.25

c. Provision for Taxation (including Deferred Tax)

162.73

114.33

162.73

114.33

Net Profit for the Year

475.44

338.14

475.44

338.07

Other Comprehensive Income and other adjustments

0.01

0.94

0.01

0.94

Total Comprehensive Income for the year

475.45

339.08

475.45

339.01

Earnings Per Share (Face Value of '' 1/- each)-Basic & Diluted

20.73

14.74

20.73

14.74

Note: Previous year''s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond with the current year''s classification / disclosure and may not be comparable with the figures reported earlier.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Company''s performance, the Board of Directors at its meeting held on May 28, 2022 recommended final dividend of '' 0.65/- per equity share of '' 1/- each for the F.Y. 2021-22 amounting to '' 14.91 Crores, subject to the approval of Members at the ensuing Annual General Meeting of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations”), the Dividend Distribution Policy of the Company aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Dividend Distribution Policy of the Company is displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/uploads/7019/05/Dividend-Distribution-Policy.pdf)

BUSINESS OPERATIONS / STATE OF THE COMPANY''S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of '' 4670.31 Crores as compared to '' 4705.30 Crores during the previous financial year. The Company achieved EBIDTA margin of 15.87% in F.Y. 2021-22 against the same at the level of 11.93% in F.Y. 2020-21.

Export Sales for the F.Y. 2021-22 was '' 1115.16 Crores as compared to '' 1549.05 Crores for the F.Y. 2020-21 impacted due to lower demand in international market in respect of Agro division.

The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of '' 741.18 Crores for the F.Y. 2021-22 against that of '' 561.49 Crores for the F.Y. 2020-21.

b. Capital Projects for the F.Y. 2021-22

During the year, the Company has invested about '' 36.42 Crores in the ongoing projects mainly into routine capital expenditures in modifications/de-bottlenecking of existing plants. This investment was for its maize processing units at all locations and agro processing segments.

Apart from routine capital expenditures, the Company has invested '' 240.83 Crores in the new projects which also includes '' 133.69 Crores towards green field project of 1000 TPD at Malda in West Bengal. The execution work on the green field project of 1000 TPD Maize processing facility at Malda in West Bengal is progressing well and plant is expected to be commissioned by September 2022.

SHARE CAPITAL

As on March 31, 2022, the issued, subscribed and paid up capital of the Company stood at '' 22,93,35,330/- comprising of 22,93,35,330 equity shares of '' 1/- each. This is subsequent to the sub-division of one equity share of your Company having face value of '' 2/- into two equity shares of face value of '' 1/- each and consequent alteration in the Capital Clause of the Memorandum of Association of the Company.

During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2022.

CORPORATE MATTERS

a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Regulations. In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different divisions / segments of the Company is annexed as Annexure-B to this report.

c. Business Responsibility Report

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility Report on Company''s business as required by Regulation 34(2)

of the Listing Regulations, initiatives on environmental, social and governance aspects is annexed as Annexure-C forming part of this report.

SUBSIDIARY COMPANY

The Company does not have any associate company or joint venture. The Company had acquired 100% equity shares of Mohit Agro Commodities Processing Private Limited on September 9, 2020 to support the business operations of the Company, thereby making it as wholly owned subsidiary of the Company.

Further pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is set out as Annexure-D to this report.

During the year, no company has become subsidiary / joint venture / associate company or ceased to be a subsidiary / joint venture / associate company.

In accordance with Section 136 (1) of Act, the annual report of your Company containing inter alia, financial statements including consolidated financial statements, are available on website of the Company (URL: https://www.ambujagroup. com/). Further, the financial statements of the subsidiary are also available on the website of the Company (URL: https:// www.ambujagroup.com/). These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

AMALGAMATION OF MOHIT AGRO COMMODITIES PROCESSING PRIVATE LIMITED (MACPPL) WITH THE COMPANY

The Company is in process of amalgamating MACPPL, wholly owned subsidiary of the Company with the Company and is in the process of getting final approval from various statutory / regulatory bodies.

FINANCE AND INSURANCE

a. Working Capital

The Working Capital ("WC”) requirements of the Company during the year was almost at the similar level at which it has started at the beginning of the year. '' 151 Crores outstanding as on March 31, 2021 was repaid by the Company in the coming months. However, working capital utilisation has increased in last quarter and amount outstanding as on March 31, 2022 is '' 233 Crores, this increase is mainly due to increase in volume of operations.

During the F.Y. 2021-22, the Company has not raised any funds through Commercial Paper ("CP”). The CP market has lower appetite of investors due to NBFC and infrastructure segment crisis and preference for highest rating. This has resulted in higher cost of borrowing through CP

The Company has a rating of AA-/Stable with positive outlook for long term working capital facilities from CRISIL as per the applicable regulatory norms. Rating was upgraded from A /Positive during the F.Y. due to better management of working capital and internal accruals. The details of the Credit Rating is available on the Company website at (URL: https://www. ambujagroup.com/wp-content/uploads/2020/12/ Credit%20Rating 02.12.2020.pdf).

b. Term Loans

During the F.Y. 2021-22, the Company has not availed any fresh term loan.

c. Insurance

All assets and insurable interests of the Company, including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The Company has also taken Director''s and Officer''s Liability Policy to provide coverage against the liabilities arising on them.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted, renewed or pending any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sandeep Agrawal, WholeTime Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment. Brief resume, nature of expertise, details of directorships held in other companies of the above Director proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the Annual General Meeting.

Mr. Mehul Shah, ceased to be the Chief Financial Officer of the Company on account of his resignation w.e.f. March 25, 2022. The Company places on record, appreciation for the services rendered by him during his tenure.

The Board of Directors of the Company at its meeting held on March 25, 2022 has approved the appointment of Mr. Nagaraj Giridhar as Chief Financial Officer of the Company w.e.f. March 25, 2022, based on the recommendation of the

members of the Nomination and Remuneration Committee at their meeting held on March 25, 2022.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position in terms of Regulation (10) (i) of Part C of Schedule V of Listing Regulations. A Certificate to this effect, duly signed by Mr. Niraj Trivedi, Practicing Company Secretary is annexed as Annexure-E to this report. Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Mr. Manish Gupta: Chairman & Managing Director;

2. Mr. Sandeep Agrawal: Whole-Time Director;

3. Mr. Mehul Shah: Chief Financial Officer (upto 25.03.2022);

4. Mr. NagarajGiridhar: Chief Financial Officer (w.e.f. 25.03.2022);

5. Ms. Chetna Dharajiya: Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013 ("Act”), in relation to financial statements of the Company for the year ended March 31,2022, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 31,2022 and of the profit of the Company for the year ended March 31, 2022;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts / financial statements have been prepared on a ''going concern'' basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-F to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS'' REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors'' Report affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Financial Statements.

RELATED PARTY TRANSACTIONS

During the F.Y. 2021-22, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (Ind AS) - 24 are set out in Note No. 40 to the Standalone Financial Statements forming part of this Annual Report.

Further the transactions of the Company with person or entity belonging to the promoter / promoter group i.e. Mr. Manish Gupta and Ms. Sulochana Gupta who hold(s) 10% or more shareholding in the Company are set out in Note No. 40(b)(e) to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-G to this report.

AUDITORSa. Statutory Auditors and Auditor''s Report

As per the provisions of Sections 139, 142 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) at the 26th Annual General Meeting of the Company held on September 9, 2017, the Members of the Company had appointed M/s. Arpit Patel & Associates, Chartered Accountants (Firm Registration No. 144032W), as Statutory Auditors of the Company to hold the office for a term of 5 (five) years from the conclusion of 26th (twenty sixth) Annual General Meeting till the conclusion of the 31st (thirty first) Annual General Meeting to be held in the year 2022 and accordingly the Company is required to reappoint them/ appoint a new auditor in their place. The Board of Directors placed on record its appreciation for the services rendered by M/s. Arpit Patel & Associates, Chartered Accountants during their tenure as Statutory Auditors of the Company.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at its meeting held on May 28, 2022, has considered and recommended the appointment of M/s. Kantilal Patel & Co., Chartered Accountants (Firm Registration No. 104744W) as Statutory Auditors of the Company to hold office for one term of 5 (five) years commencing from the conclusion of the 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting to be held in the year 2027 subject to approval of members at the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Kantilal Patel & Co., Chartered Accountants, have confirmed and issued a certificate that their appointment, if made as aforesaid, will be in accordance with the limits specified and they meet the criteria for appointment as stated under Section 141 of the Companies Act, 2013 and they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also received a certificate from M/s. Kantilal Patel & Co., Chartered Accountants, certifying the compliance of provisions of Section 139(2) of the Companies Act 2013, read with Rule 6(3)(ii) of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors recommends to the Members, the appointment of M/s. Kantilal Patel & Co., Chartered Accountants (Firm Registration No. 104744W), as Statutory Auditors of the Company.

The Statutory Auditors'' report does not contain any qualification, reservation or adverse remark and is selfexplanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b. Cost Auditors

The Company had appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditors of the Company for conducting the audit of cost accounting records of its activities for the F.Y. 2021 -22. Pursuant to Section 148 of the Companies Act, 2013 read with the Rules issued thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Board of Directors of the Company, based on the recommendations made by the Audit Committee at its meeting held on May 28, 2022, has approved the appointment of M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditors of the Company to conduct the audit of cost records for the F.Y. 2022-23. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 31st Annual General Meeting, would not exceed '' 2,20,000/-(Rupees Two Lacs Twenty Thousand Only) excluding taxes and out of pocket expenses, if any.

The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Companies Act, 2013 for appointment as Cost Auditors and his / its independence and arm''s length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara as Secretarial Auditors of the Company for the F.Y. 2021-22 to conduct Secretarial Audit and the Secretarial Audit Report in Form MR-3 was furnished by him. The Secretarial Audit Report is annexed herewith as Annexure-H to this report. The Secretarial Auditors'' report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications / comments.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle

Blower Policy, which was approved and adopted by the

Board of Directors of the Company at its meeting held on

July 26, 2014 and has been amended from time to time considering the new requirements / amendments in the Regulations. The said policy provides a formal mechanism for all Directors and employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud and violation of the Company''s Code of Conduct and Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairman of the Audit Committee.

Further, SEBI vide its notification dated December 31,2018, has amended the provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015, by issuance of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, which came into effect from April 1, 2019, which inter alia, provides for the "Written Policies and Procedures” for inquiry in case of leak of unpublished price sensitive information ("UPSI”) or suspected leak of UPSI and to have a "Whistler Blower Policy” and to make Directors and employees aware of such policy to enable them to report instances of leak of UPSI.

Pursuant to above and in order to effect the amendments as notified by SEBI, for time to time, in the above Regulations, the Board of Directors of the Company has approved and adopted the revised "Vigil Mechanism / Whistle Blower Policy” which is displayed on the website of the Company. (URI:https://www.ambujagroup.com/wp-content/ uploads/2019/05/Vigil-Mechanism-Policy 23.01.2020.pdf)

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has consistently contributed towards the welfare of the community owing to its philosophy, also had a relentless approach towards its CSR initiatives and brought a significant development in the Society. Our approach is to benefit the entire ecosystem of which we are an integral part. We are committed towards our inter-reliant ecosystem of customers, shareholders, associates, employees, Government, environment and society. The Company is highly committed to continue its business in an environment which is eco-friendly, ethical as well as society driven. The Company looks forward for the overall development of people around it and believes in giving back to the society. The Company has framed a policy for the Corporate Social Responsibility laying down the guidelines for sustainable development of the society.

During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including environmental sustainability, implementing environmental plan through planting trees & plants, providing safe drinking water facilities, sanitation facilities, rural development, women empowerment etc.

The Company has also developed comprehensive plan for carrying out activities focusing on promoting education, health care including preventive health care programme to eradicate hunger, poverty & malnutrition. The Company also developed comprehensive plan for carrying out employment and employability through skill development and training, upliftment of rural and backward area through Rural Development Projects and also supporting various community development projects in locations, where the Company operates. The Company has also framed Annual Action Plan for efficient spending of amount allocated for Corporate Social Expenditure for F.Y. 2021-22, which is available on the website of the Company. (URI:https://www. ambujagroup.com/wp-content/ uploads/2022/07/Annual%20Action%20Plan%202021-22.pdf) During the year under review, the Company has made contributions to various hospitals for setting up of oxygen plants and oxygen concentrators, for safe drinking water facilities, towards sanitation facilities, distribution of food packets and ration packets, supporting education etc.

The Board of Directors at its meeting held on May 24, 2014 has approved and adopted the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, based on the recommendations of the CSR Committee.

Further the Ministry of Corporate Affairs vide its notifications dated May 23, 2016 and September 19, 2018 had notified the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2016 and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2018 respectively and accordingly the Board of the Directors on March 30, 2019 has approved and adopted the revised Corporate Social Responsibility Policy of the Company, to effect the above mentioned amendments.

Further the Ministry of Corporate Affairs vide its notification dated January 22, 2021 had notified Companies (Corporate Social Responsibility) Amendment Rules, 2014 and accordingly the Board of Directors on March 27, 2021 has approved and adopted the revised Corporate Social Responsibility Policy of the Company based on the recommendations of the CSR Committee.

The initiatives undertaken by the Company during the F.Y. 2021-22 in Corporate Social Responsibility activities have been detailed in this Annual Report.

The brief outline / salient features of Company''s Corporate Social Responsibility Policy, inter alia, includes:

I) Objectives:

a. lay down guidelines for sustainable development for the society and supplement the role of the

Government in enhancing welfare measures of the society based on the immediate and long term social and environmental consequences of their activities;

b. take up programme that benefit communities and enhance the quality of life & economic well-being of the local populace;

c. serve the socially and economically weak, disadvantaged, underprivileged, & destitute sections of the society regardless of age, class, color, culture, disability, ethnicity, family structure, gender, marital status, nationality origin, race or religion with intention to make the group or individual self-dependent and live life more meaningfully;

d. extend humanitarian services in the community to further enhance the quality of life like health facilities, education, basic infrastructure facilities to areas that have so far not been attended to;

e. generate, through its CSR initiatives, a community goodwill for GAEI and help reinforce a positive & socially responsible image of GAEL as a Corporate entity.

II) Important Definitions

III) CSR Committee

IV) Thrust Areas

V) Areas / Activities not covered under CSR

VI) Identification of CSR projects

VII) Modalities of execution and implementation schedule:

a. decision on priority based activities to be undertaken under CSR;

b. interaction with implementing agency(ies);

c. recommendation of quantum of budget for CSR activities;

d. interact with concerned State Officials / Government Officials to confirm the areas for undertaking CSR activities;

e. monitoring and reviewing the progress of activities undertaken / completed.

VIII) Fund Allocation and others

IX) Monitoring

X) Review and Amendment

The Corporate Social Responsibility Policy is displayed

on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/

uploads/2021/04/CSR-Policy April%202021.pdf).

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), is set out herewith as Annexure-I to this report is displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/ uploads/2022/07/F.Y.%n202021-2022.pdf)

MEETINGS OF THE BOARD

5 (five) meetings of the Board of Directors were held during the F.Y. 2021-22. The details of the meetings of the Board / Committees of the Board, are given in the Report on Corporate Governance, which forms part of this report.

AUDIT COMMITTEE

During the F.Y. 2021-22, the Committee consisted of Independent Directors of the Company viz. Mr. Sandeep Singhi, Chairman, Mr. Vishwavir Saran Das and Ms. Maitri Mehta as Members of the Audit Committee. Mr. Vishwavir Saran Das, Independent Director of the Company was appointed as member of the Audit Committee w.e.f. April 1, 2021. Audit Committee was re-constituted w.e.f. April 1,2021 consisting of Mr. Sandeep Singhi, Chairman, Mr. Vishwavir Saran Das and Ms. Maitri Mehta as Members of the Audit Committee. Further as per Section 177(8) of the Companies Act, 2013, as amended from time to time, the Board has accepted all the recommendations of the Audit Committee during the F.Y. 2021-22.

RISK MANAGEMENT

The Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

The Committee reports to the Board of Directors of the Company. At plants / units level, Internal Committees have been formed, headed by plants / units heads of respective plants / units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management

Discussion and Analysis Report, which forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors of the Company at its meeting held on July 26, 2014, based on recommendation of Nomination and Remuneration Committee (NRC) of the Board at its meeting held on May 24, 2014, has approved the Remuneration Policy of the Company. Further in accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company has adopted revised Policy in meeting of Board of Directors held on July 30, 2016 which includes the role of the NRC. Further pursuant to amendments notified under Companies (Amendment) Act, 2017 and SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulations, 2018, the Board of Directors at its meeting held on February 2, 2019, has approved and adopted a revised Nomination and Remuneration Policy of the Company relating to the remuneration for the Directors, Key Managerial Personnels (KMPs), Senior Management Personnels and other employees of the Company, based on the recommendations of the NRC, which, interalia, now includes criteria of quorum, amendment in certain definitions, additional role of the NRC etc.

The brief outline / salient features of Nomination and Remuneration Policy, inter alia, includes:

(I) Objects of the Policy:

a. ensure that Directors, KMPs and Senior Management Personnels are remunerated in a way that reflects the Company''s long-term strategy;

b. align individual and team reward with business performance in both the short term and long term;

c. encourage executives to perform to their fullest capacity;

d. to be competitive and cost effective;

e. formulation of criteria for identification and selection of the suitable candidates for the various positions;

f. to recommend policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company;

g. recommend to Board on appropriate performance criteria for the Directors and carry on the performance evaluation of the Directors;

h. to identify ongoing training and education programmes for the Board to ensure that Non-Executive Directors are provided with adequate information regarding options of the business, the industry and their legal responsibilities and duties;

i. to assist Board in ensuring Board nomination process in accordance with the Board Diversity policy;

j. to recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

(II) The Nomination and Remuneration Committee shall recommend remuneration considering below criteria / principle:

a. level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

c. remuneration to Directors, KMPs and Senior Management Personnels involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

(III) Criteria for selection of members on the Board of Directors and candidates for KMP and Senior Management Personnel

(IV) Term / tenure of appointment, removal, retirement

(V) Remuneration Policy for Directors, KMPs and other employees

(VI) Contents of Remuneration Package

(VII) Evaluation process

(VIII) Flexibility, judgment and discretion

The Nomination and Remuneration Policy of the Company is displayed on the website of the Company.

(URL: https://www.ambujagroup.com/wp-content/ uploads/2019/05/Nomination-and-Remuneration-Policy.pdf)

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in Annexure-J to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non-Executive Directors of the Company as per Section 178 of the Companies Act, 2013, as amended from time to time, and as per Regulation 19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Board''s Performance Evaluation Policy document along with performance evaluation criteria / form for Independent and NonIndependent Directors of the Company and criteria for evaluation of Board''s / Committee''s performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Separate meeting of Independent Directors of the Company was held on February 1,2022 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited (524226) and National Stock Exchange of India Limited (GAEL). The annual listing fees for the F.Y. 202223 has been paid to these Stock Exchanges.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on January 30, 2016, has approved and revised the Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company has constituted Committees in the name of "Internal Complaints Committee” for the Registered Office & Units of the Company. During the F.Y. 2021-22, there was no case filed under the said Act.

Further pursuant to amendments in Schedule V Part C of Listing Regulations, the Company is required to disclose the number of complaints filed and disposed during the financial year and pending as on end of the financial year. Considering the above amendments to be included in the existing policy, the Board of Directors of the Company has approved and adopted revised ''Policy on Protection of Women against Sexual Harassment at Work place'' on March 30, 2019. Further the details / disclosure pertaining to number of complaints filed during the F.Y. 2021-22, disposed during the F.Y. 2021-22 and pending as on end of the financial year i.e. March 31, 2022 forms part of the Corporate Governance Report.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company.

(URL:https://www.ambujagroup.com/wp-content/

uploads/2022/07/F.Y%202021-2022.pdf)

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safe guarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as

required under the Companies Act, 2013. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company.

COMPLIANCE OF PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE

As mentioned above, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time).

SECRETARIAL STANDARDS

Secretarial Standards as applicable to the Company were followed and complied with during the F.Y. 2021-22.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There was no application made nor any processing was pending under the Insolvency and Bankruptcy Code, 2016 during the F.Y. 2021-22.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no such instance during the F.Y. 2021-22.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. For the Company, safety is of paramount importance and as a good corporate citizen, it is committed to ensure safety of all its employees & the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in. Employees

at various plants of the Company were given training on basic and advanced fire safety including mock drills for emergency preparedness plan. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees'' safety. The Company is implementing programme to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants / units of the Company are received by the Company and the same are placed before the Board of Directors for their review. The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants / units, if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are vital and most valuable assets for the Company. They play a significant role in your Company''s growth strategy. Your Company emphasises on talent nurturing, retention and engaging in a cordial, amicable and constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. The Board of Directors also value the professionalism and commitment of all employees of the Company and place on record their appreciation and acknowledgement of the efforts, dedication and contribution made by employees at all levels that has contributed to Company''s success and remain in the forefront of Agro based Industry business. The Board of Directors wish to

place on record the co-operation received from all the valuable employees, staff and workers at all levels and at all plants / units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All the Company''s operations are guided and aligned towards maximising shareholders value.

APPRECIATION & ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank Company''s employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Directors take this opportunity to thank our customers for their continued loyalty with our products which has resulted in the Company''s extraordinary success in industry even in these unprecedented times. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, investors and bankers. Further we would also like to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors and other consultants. We look forward to continued support of all them in future as well.

For and on behalf of the Board of DirectorsManish Gupta

Place: Ahmedabad Chairman & Managing Director

Date: May 28, 2022 (DIN:00028196)


Mar 31, 2018

To,

The Members,

Gujarat Ambuja Exports Limited

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Standalone Audited Financial Statements for the year ended 31st March, 2018.

Pursuant to notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1st April, 2016 and the accounts are prepared under IND AS.

FINANCIAL HIGHLIGHTS

The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in crores)

PARTICULARS

STANDALONE

2017-18

2016-17

Net Revenue from Operations & Other Income (Including Exports - FOB Value)

3385.74

3404.65

Profit Before Interest, Depreciation & Taxes

326.39

293.58

Less:

a. Finance Costs

17.94

22.79

b. Depreciation & Amortization Expenses

76.29

71.42

c. Provision For Taxation (including Deferred Tax)

52.28

40.82

Net Profit for the Year

179.88

158.55

Other Comprehensive Income and other adjustments

0.42

(0.05)

Total Comprehensive Income for the year

180.30

158.50

Earnings Per Share (Face Value of Rs.2 each)- Basic & Diluted

15.69

11.50

Note: Previous year’s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (IND AS) to correspond with the current year’s classification / disclosure and may not be comparable with the figures reported earlier.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Company’s performance, the Board of Directors, at its meeting held on 19th May, 2018 recommended final dividend of Rs.0.90 (45%) per equity share of Rs.2/- each for the financial year 2017-18 amounting to Rs.10.32 crores, subject to the approval of Members at the ensuing Annual General Meeting of the Company. The Corporate Dividend Tax, on such dividend if approved by the Members, will be Rs.2.12 crores (previous year Rs.1.87 crores).

BUSINESS OPERATIONS/ STATE OF THE COMPANY’S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of Rs.3376.63 crores as compared to Rs.3381.87 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 9.67% in F.Y. 2017-18 against the same at the level of 8.68% in F.Y. 2016-17.

Export Sales for the F.Y. 2017-18 was Rs.592.47 crores as compared to Rs.259 crores for the F.Y. 2016-17 mainly due to availability of more remunerative prices in export market. The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs.326.39 crores for the F.Y. 2017-18 against that of Rs.293.58 crores for the F.Y. 2016-17.

The cash profit before tax, profit after tax and earnings per share for the year remained at Rs.308.45 crores, Rs.179.88 crores and Rs.15.69 per share respectively.

b. Capital Projects for the year 2017-18

The Company has commenced the commercial operations of first phase of its 1000 MT per day green field Maize processing plant at Chalisgaon, Jalgaon District, Maharashtra. This marks the completion of its first phase comprising of starch and liquid glucose manufacturing facility put up at an estimated cost of Rs.260 crores. With this additional facility, the installed capacity for maize grinding has reached to 3000 MT per day which is the highest capacity in the country. Commencement of commercial production at the unit is one more step in the direction of establishing PAN India presence of the Company in the promising maize processing sector through which the Company will achieve highest market share in the sector. The second phase of the project to manufacture value added derivative products shall further enhance the market share in the sector along with adding more products into the product portfolio of the Company, once the same is completed. India has abundant crop of maize every year and considering the ever increasing demand of starch and its derivatives by various consuming industries like Paper, Textiles, Food, Pharma, Animal Feed etc., India has a long way to go for enlarging the market size.

SHARE CAPITAL

There was no change in the issued and subscribed capital of the Company. The paid-up Equity Share Capital of the Company as on 31st March, 2018 at Rs.22,93,35,330 divided into 11,46,67,665 equity shares of Rs.2/- each.

During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended 31st March, 2018.

CORPORATE MATTERS

a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations). In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different divisions/ segments of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company as on 31st March, 2018. Hence, requirement of consolidated financial statement is not applicable to the Company.

Further pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is not required to be attached.

FINANCE AND INSURANCE

a. Working Capital

The working capital requirements of the Company during the year have been in line with the standard trends of previous financial years. The utilization of limits has picked up in second half largely due to better business opportunity. We had previous year Import payments due in first quarter of current F.Y. 2017-18, that lead to increase in utilization of Non-Fund Based facilities during First Quarter.

During the F.Y. 2017-18, the Company has also placed Commercial Paper (“CP”) of Rs.300 crores. All the CPs were redeemed during the year. The better rating of CP by CARE has helped the Company to place CP at decent pricing. The Company also has received fresh sanction of Rs.173 crores from ICICI Bank Limited on unsecured terms, earlier which was Rs.50 crores. Herewith the Company is exploring the opportunity to induct ICICI Bank Limited into the current Consortium Arrangement of the Company. The Company has surrendered the unsecured exposure of Rs.60 crores enjoying from CITI Bank during current F.Y. 2017-18.

The Company has decent rating of A with stable outlook for short term working capital facilities including the unsecured limits for ICICI Bank Limited from CRISIL as per the applicable regulatory norms.

b. Term Loans

During the F.Y. 2017-18, the Company has not availed any fresh term loan. The Company is regular in making repayment of term loan installments to HDFC Bank Limited. The term loan is reaffirmed rating of A from CARE as per regulatory norms.

c. Insurance

All assets and insurable interests of the Company, including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The Company has also taken Director’s and Officer’s Liability Policy to provide coverage against the liabilities arising on them.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RE-CLASSIFICATION OF PROMOTER GROUP

During the year under review, reclassification of status from “Promoter Group Category” to “Public Category” was done for Shri Mohit Gupta on the basis of such request received from him by the Company. Accordingly, the request for such reclassification was approved and the Company had made necessary applications to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) under Regulation 31A of Listing Regulations for such reclassification. Further, NSE and BSE vide letters dated 22nd August, 2017 and 28th August, 2017 respectively had granted approval for such reclassification from “Promoter Group Category” to “Public Category” under Regulation 31A of Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Manish Gupta, Managing Director of the Company is liable to retire by rotation and being eligible, has offered himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 3rd February, 2018 have recommended and approved the re-appointment of Shri Vijaykumar Gupta (DIN: 00028173) as Chairman & Managing Director of the Company for a period of 5 years w.e.f. 1st April, 2018 in terms of the provisions of the Companies Act, 2013. Further, considering the unexpected demise of Shri Vijaykumar Gupta, Founder Promoter and Chairman & Managing Director of the Company, on 23rd May, 2018, the revised term of re-appointment of Shri Vijaykumar Gupta as Chairman & Managing Director of the Company shall be for a period w.e.f. 1st April, 2018 upto 23rd May, 2018, subject to approval of Members at this Annual General Meeting of the Company.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 3rd February, 2018 have recommended and approved the re-appointment of Shri Manish Gupta (DIN: 00028196) as Managing Director of the Company for a period of 5 years w.e.f. 28th December, 2018 in terms of the provisions of the Companies Act, 2013, subject to approval of Members at this ensuing Annual General Meeting of the Company and all other statutory approvals. Further, considering the unexpected demise of Shri Vijaykumar Gupta, Chairman & Managing Director of the Company on 23rd May, 2018, the Nomination and Remuneration Committee recommended on 12th June, 2018 and the Board of Directors approved on 16th June, 2018, the re-designation of Shri Manish Gupta from “Managing Director” to “Chairman & Managing Director” of the Company on the same terms and conditions including remuneration as approved earlier by the Nomination and Remuneration Committee and Board of Directors at their respective meetings held on 3rd February, 2018 and subject to approval of Members at this Annual General Meeting of the Company.

Further, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 19th May, 2018, have recommended and approved the re-appointment of Shri Rohit Patel, whose first term as Independent Director of the Company will be expiring on 31st March, 2019 and proposed to be re-appointed as Independent Director for a second consecutive term period of 2 (two) years w.e.f. 1st April, 2019 upto 31st March, 2021, subject to approval of Members at this ensuing Annual General Meeting of the Company.

Further, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 19th May, 2018, have recommended and approved the re-appointment of Shri Sudhin Choksey, whose first term as Independent Director of the Company will be expiring on 31st March, 2019 and proposed to be re-appointed as Independent Director for a second consecutive term period of 5 (five) years w.e.f. 1st April, 2019 upto 31st March, 2024, subject to approval of Members at this ensuing Annual General Meeting of the Company.

Due notices under Section 160 of the Companies Act, 2013 have been received from members of the Company proposing the re-appointment of Shri Rohit Patel and Shri Sudhin Choksey as Independent Directors of the Company at this Annual General Meeting.

Brief resume, nature of expertise, details of directorships held in other companies of the above Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Shri Vijaykumar Gupta: Chairman & Managing Director;

2. Shri Manish Gupta: Managing Director;

3. Shri Sandeep Agrawal: Whole-Time Director;

4. Shri Dinesh Shah: Chief Financial Officer;

5. Ms. Chetna Dharajiya: Company Secretary.

During the year under review, Shri Mohit Gupta has resigned from the position of Director as well as from the designation of Joint Managing Director (Key Managerial Personnel) of the Company w.e.f. close of business hours of 31st May, 2017. The Board of Directors at their Meeting held on 13th May, 2017, placed on record their appreciation of the valuable services and guidance rendered by Shri Mohit Gupta during his tenure.

After the balance sheet date:

Your Directors expresses their profound grief on the sad demise of Shri Vijaykumar Gupta, the beloved Founder Promoter and Chairman & Managing Director of the Company, on 23rd May, 2018 and pay glowing tributes to his vision and entrepreneurial spirit and for the immense contribution made by him for the establishment and growth of the Company. Shri Vijaykumar Gupta, a man far ahead of his times, epitomised the dauntless entrepreneurial spirit. Apart from his business interest he was deeply involved with the community focused activities which have been useful to a large number of beneficiaries. Your Directors pay their respectful homage and tribute to this extraordinary human being, a great leader and an iconic industrialist.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013 (Act), in relation to financial statements of the Company for the year ended 31st March, 2018, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended 31st March, 2018;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts/financial statements have been prepared on a ‘going concern’ basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-C to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS’ REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors’ Report affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements. RELATED PARTY TRANSACTIONS

During the F.Y. 2017-18, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 41 to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this report.

AUDITORS

a. Statutory Auditors and Auditor’s Report

As per the provisions of Sections 139, 142 and all other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force), at the 26th Annual General Meeting of the Company held on 9th September, 2017, the Members of the Company had appointed M/s. Arpit Patel & Associates, Chartered Accountants (Firm Registration No. 144032W), as Statutory Auditors of the Company to hold the office for a term of 5 (five) years from the conclusion of 26th (twenty sixth) Annual General Meeting till the conclusion of the 31st (thirty first) Annual General Meeting to be held in the year 2022.

Further the Ministry of Corporate Affairs (MCA) vide notification dated 7th May, 2018 has done away with the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting, as per the first proviso of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules, 2018. Accordingly, the Company is not required to pass any resolution pertaining to ratification of the appointment of Statutory Auditors in the Annual General Meeting.

The Statutory Auditors’ report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/ comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b. Cost Auditors

The Company had appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as Cost Auditors of the Company for audit of cost accounting records of its activities for the F.Y. 2017-18. Pursuant to Section 148 of the Companies Act, 2013 read with the Rules issued thereunder, (including any statutory modification(s) or re-enactment thereof, for the time being in force) as amended from time to time, the Board of Directors of the Company, on the recommendations made by the Audit Committee, at its meeting held on 3rd February, 2018 has approved the appointment of M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as the Cost Auditor of the Company to conduct the audit of cost records for the F.Y. 2018-19. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 27th Annual General Meeting, would not exceed Rs.2,20,000/- (Rupees Two Lacs Twenty Thousand only) excluding taxes and out of pocket expenses, if any.

The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Companies Act, 2013 for appointment as Cost Auditors and his/its independence and arm’s length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Shri Niraj Trivedi, Practicing Company Secretary, Vadodara as Secretarial Auditors of the Company for the F.Y. 2017-18 to conduct Secretarial Audit and Company was furnished Secretarial Audit Report in Form MR-3 by him. The Secretarial Audit Report is annexed herewith as Annexure-E to this report. The Secretarial Auditors’ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company at its meetings held on 26th July, 2014. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company’s Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of society by generating employment and business opportunities. The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. We believe that the sustainable development of our businesses is dependent on sustainable, long lasting and mutually beneficial relationships with our stakeholders, especially the communities we work with. The Company has framed a policy for the Corporate Social Responsibility laying down the guidelines for sustainable development of the society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including Environmental sustainability, reduced waste generation, tree plantation, contribution towards the Swachh Bharat Abhiyan, improved waste management, implementing environmental plan through power generation etc. The Company also developed comprehensive plan for carrying out activities focusing on promoting education, health care including preventive health care programmes to eradicate hunger, poverty & malnutrition. The Company also developed comprehensive plan for carrying out employment and employability through skill development and training, upliftment of rural and backward area through Rural Development Projects and also supporting various community development projects in locations, where the Company operates.

The Board of Directors at its meeting held on 24th May, 2014 has approved and adopted the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, based on the recommendations of the CSR Committee. The initiatives undertaken by the Company during the F.Y. 2017-18 in Corporate Social Responsibility activities have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure-F to this report.

MEETINGS OF THE BOARD

4 (Four) meetings of the Board of Directors were held during the F.Y. 2017-18. The details of the meetings of the Board/ Committees of the Board, are given in the Report on Corporate Governance, which forms part of this report.

AUDIT COMMITTEE

During the F.Y. 2017-18, the Committee consisted of Independent Directors of the Company viz. Shri Sudhin Choksey (Chairman), Shri Rohit Patel and Shri Rashmikant Joshi, Members of the Audit Committee. As per Section 177(8) of the Companies Act, 2013, as amended from time to time, the Board has accepted all the recommendations of the Audit Committee during the F.Y. 2017-18. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per Regulation 21 of the Listing Regulations, the Company has voluntarily constituted a Risk Management Committee to oversee the risk management efforts in the Company which currently constitutes of Shri Manish Gupta, Managing Director, as the Chairman of the Committee and other Members being Shri Sandeep Agrawal, Whole-Time Director, the Chief Financial Officer and the Company Secretary of the Company. The Committee reports to the Board of Directors of the Company. At plants/units level, Internal Committees have been formed, headed by plants/units heads of respective plants/units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 19 of the Listing Regulations, the Board of Directors at its meeting held on 30th July, 2016 revised and adopted the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the Policy on appointment and remuneration of Directors and other matters is displayed on the website of the Company (URL: http://www.ambujagroup.com/wp-content/uploads/2018/05/NominationandRemunerationPolicy-2.pdf ) and is also set out in Annexure-G to this report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors/employees of the Company is set out in Annexure-H to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non-Executive Directors of the Company as per Section 178 of the Companies Act, 2013, as amended from time to time, and as per Regulation 19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Board’s Performance Evaluation Policy document along with performance evaluation criteria/ form for Independent and Non-Independent Directors of the Company and criteria for evaluation of Board’s/Committee’s performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Separate meeting of Independent Directors of the Company was held on 3rd February, 2018 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees for the F.Y. 2018-19 has been paid to these Stock Exchanges.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 30th January, 2016, has approved and revised the Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company has constituted Committees in the name of “Internal Complaints Committee” for the Registered Office & Units of the Company. During the F.Y. 2017-18, there was no case filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the Listing Regulations and also in the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

EXTRACTS OF ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the extracts of Annual Return in Form No. MGT-9 is annexed herewith as Annexure-I to this report. INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Companies Act, 2013. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees’ safety. The Company is implementing programmes to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants/units of the Company are received by the Company and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants/units, if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Human Resources are vital and most valuable assets for the Company. They play a significant role in your Company’s growth strategy. Your Company emphasizes on talent nurturing, retention and engaging in a cordial, amicable and constructive relationship with employees with a focus on productivity and efficiency and underlining safe working practices. Your Directors also value the professionalism and commitment of all employees of the Company and place on record their appreciation and acknowledgement of the efforts, dedication and contribution made by employees at all levels that has contributed to Company’s success and remain in the forefront of Agro based Industry business. Your Directors wish to place on record the co-operation received from all the valuable employees, staff and workers at all levels and at all plants/units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All the Company’s operations are guided and aligned towards maximizing shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. Your Directors are highly grateful for all the guidance, support, assistance and co-operation received from the Banks, Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the Executives, Staff and Workers that the Company continues to be a significant and leading player under agro-processed products Industry.

For and on behalf of the Board of Directors

Place : Ahmedabad Manish Gupta Sandeep Agrawal

Date : 19th May, 2018 Managing Director Whole-Time Director

(DIN: 00028196) (DIN: 00027244)


Mar 31, 2017

The Directors have pleasure in presenting the 26th Annual Report of the Company together with the Standalone Audited Financial Statements for the year ended 31st March, 2017.

Pursuant to notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (as amended from time to time) with effect from 1st April, 2016 and the accounts are prepared under Ind AS.

FINANCIAL HIGHLIGHTS

The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in crores)

PARTICULARS

2016-17

STANDALONE

2015-16

Net Revenue from Operations & Other Income (Including Exports - FOB Value)

3397.23

2786.69

Profit Before Interest, Depreciation & Taxes

293.58

195.49

Less:

a. Finance Costs

22.79

9.91

b. Depreciation & Amortization Expenses

71.42

66.17

c. Provision For Taxation (including Deferred Tax)

40.82

18.98

Net Profit for the Year

158.55

100.43

Other Comprehensive Income and other adjustments

(0.05)

0.47

Total Comprehensive Income for the year

158.50

100.90

Appropriated as under:

a. Interim Dividend

---

11.07

b. Dividend Distribution Tax on Interim Dividend

---

2.25

Earnings Per Share (Face Value of '' 2 each) - Basic & Diluted

11.50

7.26

Note: Previous year''s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond with the current year''s classification / disclosure and may not be comparable with the figures reported earlier.

BUYBACK OF EQUITY SHARES

Pursuant to approval of the Board of Directors at its meeting held on 13th December, 2016 and pursuant to provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Buy Back of Securities) Regulations, 1998 and pursuant to approval of the shareholders of the Company by way of special resolution passed through postal ballot, the Company through its letter of offer dated 21st February, 2017 had offered to buyback 2,36,84,210 equity shares of Rs.2/- each to the shareholders of the Company (representing 17.12% of the total number of the equity share capital of the Company) at the price of Rs.95/- per equity share aggregating to Rs.225 crores by way of "Tender Offer” route through stock exchange mechanism. The Buyback offer size represents 24.77% of the aggregate of the fully paid up share capital and free reserves of the Company and was within the limit of 25% of the total fully paid up share capital and free reserves of the Company. The offer was kept open from 2nd March, 2017 to 16th March, 2017. Your Company bought back 2,36,84,210 equity shares at a price of Rs.95/- per equity share, which were extinguished by 31st March, 2017. The paid up equity shares of the Company post buyback is 11,46,67,665 equity shares of Rs.2/- each.

The buyback was capital allocation decision taken with the objective to return surplus cash to the members holding equity shares, help the Company to achieve long term benefits viz. optimize the capital structure resulting into improved ratio, reduction in outstanding shares, improvement in earning per share and enhanced return on invested capital.

CHANGE IN SHARE CAPITAL

During the year under review, the paid-up share capital of the Company had reduced from Rs.27.67 crores to Rs.22.93 crores on account of buyback of 2,36,84,210 equity shares of Rs.2/- each at a price of Rs.95/- per equity shares, on proportionate basis through Tender Offer mechanism. As on 31st March, 2017, the equity share capital stood at Rs.22,93,35,330 divided into 11,46,67,665 equity shares of Rs.2/- each. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.

TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve for the financial year under review, however, transferred Rs.4.74 crores from Surplus in the Statement of Profit and Loss to Capital Redemption Reserve (CRR) in respect of buyback of 2,36,84,210 equity shares of face value of Rs.2/- each of the Company.

DIVIDEND

The Company has a consistent track record of dividend payment. Based on Company''s performance, the Board of Directors, at its meeting, held on 13th May, 2017 recommended final dividend of '' 0.80 (40%) per equity share of Rs.2/- each for the financial year 2016-17 amounting to Rs.9.17 crores, subject to the approval of Members. The Corporate Dividend Tax, on such dividend if approved by the Members, will be Rs.1.87 crores (previous year Rs.2.25 crores).

BUSINESS OPERATIONS/ STATE OF THE COMPANY''S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of Rs.3379.07 crores as compared to Rs.2776.44 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 8.69% in F.Y. 2016-17 against the same at the level of 7.04% in F.Y. 2015-16.

Export Sales for the F.Y. 2016-17 was Rs.259 crores as compared to Rs.279.42 crores for the F.Y. 2015-16 mainly due to availability of more remunerative prices in domestic market. The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of '' 293.58 crores for the F.Y. 2016-17 against that of Rs.195.49 crores for the F.Y. 2015-16.

The cash profit before tax, profit after tax and earning per share for the year remained at Rs.270.79 crores, Rs.158.55 crores and Rs.11.50 per share respectively.

b. Capital Projects for the year 2016-17

The Company has undertaken a comprehensive review of the manufacturing capacities and is under the process of setting up of corn milling unit of the Company at Chalisgaon, Maharashtra which is under final stage of commencement of commercial production. The Company has also carried out routine modernization and improvements at all of its manufacturing Units. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth and expansion of the Company.

CORPORATE MATTERS

a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations”). In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different divisions / segments of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company as on 31st March, 2017. Hence, requirement of consolidated financial statement is not applicable to the Company.

Further pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 the statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is not required to be attached.

FINANCE AND INSURANCE

a. Working Capital

The working capital requirements of the Company during the year have been in line with the standard trends of previous financial years. The utilization of limits has picked up in second half largely due to better business opportunity than F.Y. 2015-16 in soya processing segment and maize processing segment.

During the F.Y. 2016-17, the Company has also placed Commercial Paper ("CP”) of Rs.100 crores. The better rating of CP by CARE has helped the Company to place CP at decent pricing. The Company also has received fresh sanction of Rs.50 crores from ICICI Bank on unsecured terms. CITI Bank has also increased its unsecured exposure to Rs.60 crores.

The Company has decent rating of A with stable outlook for short term working capital facilities including the unsecured limits for CITI Bank & ICICI Bank from CRISIL as per the applicable regulatory norms.

b. Term Loans

During the F.Y. 2016-17, the Company has not availed any fresh term loan. The Company has received the pending interest subsidy from Central as well as State Government. The Company is regular in making payment of term loan installments to HDFC Bank Limited for the term loan. The term loan is reaffirmed rating of A from CARE as per regulatory norms.

c. Insurance

All assets and insurable interests of the Company, including building, plant & machineries, stocks, stores and spares have been adequately insured against various risks and perils. The Company has also taken Director''s and Officer''s Liability Policy to provide coverage against the liabilities arising on them.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Vijaykumar Gupta, the Chairman & Managing Director of the Company and Smt. Sulochana Gupta, the Non-Executive Director of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

Key Managerial Personnel:

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

1. Shri Vijaykumar Gupta: Chairman & Managing Director;

2. Shri Manish Gupta: Managing Director;

3. Shri Sandeep Agrawal: Whole-Time Director;

4. Shri Dinesh Shah: Chief Financial Officer;

5. Ms. Chetna Dharajiya: Company Secretary.

During the year under review, Shri N. Giridhar resigned as Chief Financial Officer-Key Managerial Personnel of the Company w.e.f. 31st May, 2016. The directors placed on record their appreciation for the contribution made by him during his tenure. The Board of Director at its meeting held on 30th July, 2016 has appointed Shri Dinesh Shah as a Chief Financial Officer-Key Managerial Personnel of the Company w.e.f. 30th July, 2016.

After the balance sheet date:

Shri Mohit Gupta has resigned from the position of Directorship as well as from the designation of Joint Managing Director (Key Managerial Personnel) of the Company w.e.f. close of business hours of 31st May, 2017. The Board of Directors placed on record their appreciation of the valuable services and guidance rendered by Shri Mohit Gupta during his tenure at their Meeting held on 13th May, 2017.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013 (Act), in relation to financial statements of the Company for the year ended 31st March, 2017, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended 31st March, 2017;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts/financial statements have been prepared on a ''going concern'' basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure-C to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS'' REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors'' Report affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS

During the F.Y. 2016-17, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Indian Accounting Standard (Ind AS) - 24 are set out in Note No. 42 to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this report.

AUDITORS

a. Statutory Auditors and Auditor''s Report

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditor for two terms of five consecutive years i.e. for a maximum period of ten years. Further, as per the provisions of the Companies Act, 2013, Company is required to comply with these provisions within three years from the commencement of the Companies Act, 2013.

As per the provisions of Section 139 of the Companies Act, 2013, the current Statutory Auditors, M/s. Kantilal Patel & Co., Chartered Accountants (Firm Registration No. 104744W), hold office up to the conclusion of 26th Annual General Meeting. As they have been in office for more than ten years, in compliance with the provisions of the Companies Act, 2013, the Company is required to appoint a new auditor in their place. The Board of Directors placed on record its appreciation for the services rendered by M/s. Kantilal Patel & Co., Chartered Accountants during their tenure as Statutory Auditors of the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, at its meeting held on 29th July, 2017, has considered and recommended the appointment of M/s. Arpit Patel & Associates, Chartered Accountants (Firm Registration No. 144032W) as Statutory Auditors of the Company to hold office for one term of 5 (five) years commencing from the conclusion of the 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting to be held in the year 2022 subject to approval of members at the ensuing Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is required to be ratified by Members at every Annual General Meeting.

As required under Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Arpit Patel & Associates, Chartered Accountants, have confirmed and issued a certificate that their appointment, if made as aforesaid, will be in accordance with the limits specified and they meet the criteria for appointment as stated under Section 141 of the Companies Act, 2013 and they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also received a certificate from M/s. Arpit Patel & Associates, Chartered Accountants, certifying the compliance of provisions of Section 139(2) of the Companies Act 2013, read with Rule 6(3)(ii) of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors recommends to the Members, the appointment of M/s. Arpit Patel & Associates, Chartered Accountants, as Statutory Auditors of the Company.

The Statutory Auditors'' report to the shareholders for the year under review does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b. Cost Auditors

The Company has appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as the Cost Auditors of the Company for audit of Cost Accounting records of its activities for the F.Y. 2016-17. Pursuant to Section 148 of the Companies Act, 2013 read with the Rules issued thereunder, the Board of Directors of the Company, on the recommendations made by the Audit Committee, at its meeting held on 4th February, 2017 has approved the appointment of M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad (Membership No. 7907) as a Cost Auditor of the Company to conduct the audit of cost records for the F.Y. 2017-18. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members at the ensuing 26th Annual General Meeting, would not exceed Rs.2,20,000/- (Rupees Two Lacs Twenty Thousand only) excluding taxes and out of pocket expenses, if any.

The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Companies Act, 2013 for appointment as Cost Auditor and his/its independence and arm''s length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Shri Niraj Trivedi, Practicing Company Secretary, Vadodara as Secretarial Auditor of the Company for the F.Y. 2016-17 to conduct Secretarial Audit and Company was furnished Secretarial Audit Report in Form MR-3 by him. The Secretarial Audit Report is annexed herewith as Annexure-E to this report. In the said report, it has been observed by the Auditor, that managerial remuneration payable to one of the Managing Director for the F.Y. 2016-17 is in excess of the prescribed limit of 5% of net profit of that year in respect to point (i) of second proviso of Section 197 of the Companies Act, 2013 (Act). However overall managerial remuneration payable to all the managerial personnel under Section 197 of the Act is well within the prescribed limit. The Company proposes to ratify the payment of total remuneration in excess of 5% being paid to the said Managing Director in the forthcoming Annual General Meeting.

Board''s Response to the observations in the Secretarial Audit Report

The Company is seeking requisite approvals in terms of point (i) of second proviso of Section 197 of the Companies Act, 2013 from members at this 26th Annual General Meeting for revision in terms of managerial remuneration payable to Shri Manish Gupta in excess of 5% of net profits of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company at its meetings held on 26th July, 2014. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company''s Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of society by generating employment and business opportunities. The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. We believe that the sustainable development of our businesses is dependent on sustainable, long lasting and mutually beneficial relationships with our stakeholders, especially the communities we work with. The Company has framed a policy for the Corporate Social Responsibility laying down the guidelines for sustainable development of the society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, tree plantation, contribution towards the Swachh Bharat Abhiyan, improved waste management, implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying out activities focusing on promoting education, health programmes and skill development and supporting various community development projects in locations, where the Company operates.

The Board of Directors at its meeting held on 24th May, 2014 approved and adopted the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The initiatives undertaken by the Company during the F.Y. 2016-17 in Corporate Social Responsibility activities have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure-F to this report.

MEETINGS OF THE BOARD

6 (Six) meetings of the Board of Directors were held during the F.Y. 2016-17. The details of the meetings of the Board/Committees of the Board, are given in the Report on Corporate Governance, which forms part of this report.

AUDIT COMMITTEE

During the F.Y. 2016-17, the Committee consisted of Shri Sudhin Choksey (Chairman), Shri Rohit Patel and Shri Rashmikant Joshi, the Directors of the Company. As per Section 177(8) of the Companies Act, 2013, the Board has accepted all the recommendations of the Audit Committee during the F.Y. 2016-17.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has voluntarily constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Manish Gupta, Managing Director and other Members being Shri Sandeep Agrawal, Whole-Time Director, the Chief Financial Officer and the Company Secretary of the Company. The Committee reports to the Board of Directors of the Company. At plants/units level, Internal Committees have been formed, headed by plants/units heads of respective plants/units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 30th July, 2016 revised and adopted the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the Policy on appointment and remuneration of Directors and other matters have been set out in Annexure-G to this report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, in respect of Directors/employees of the Company is set out in Annexure-H to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non-Executive Directors of the Company as per Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The criteria was set based on various attributes, inter alia profile, experience, contribution dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & stratetic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Board''s Performance Evaluation Policy document along with performance evaluation criteria/form for Independent and Non-Independent Directors of the Company and criteria for evaluation of Board''s/Committee''s performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Separate meeting of Independent Directors was held on 4th February, 2017 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

LISTING

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fees for the F.Y. 2017-18 has been paid to these Stock Exchanges.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 30th January, 2016, has approved and revised the Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company has constituted Committees in the name of "Internal Complaints Committee” for the Registered Office & Units of the Company. During the F.Y. 2016-17, there was no case filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

EXTRACTS OF ANNUAL RETURN

As required under the provisions of Section 134 (3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form No. MGT-9 is annexed herewith as Annexure-I to this report.

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Internal Auditors of each unit of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Companies Act, 2013. Compliance with all laws applicable to the Company were checked by the Internal Auditors of each unit and no non-compliance with laws applicable to the Company were reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

HEALTH, SAFETY AND ENVIRONMENT

The Company places utmost importance on ensuring safety of its employees, visitors to the premises of the Company and the communities we operate in. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees'' safety. The Company is implementing programmes to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants/units of the Company are received by the Company and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants/units, if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees towards the Company. Your Directors wish to place on record the co-operation received from the staff and workers at all levels and at all plants/units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All the Company''s operations are guided and aligned towards maximizing shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services, support and contribution by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Vijaykumar Gupta

Place: Ahmedabad Chairman & Managing Director

Date : 29th July, 2017 (DIN: 00028173)


Mar 31, 2016

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Financial Statements for the
year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

The summary of the financial results for the year and appropriation of divisible profits is given below:

[Rs, in crores)

PARTICULARS STANDALONE

2015-16 2014-15

Net Revenue from Operations &
Other Income 2746.32 2540.43

(Including
Exports - FOB Value) 269.61 300.64

Profit Before Interest,
Depreciation & Taxes 197.68 173.73

Less:

a. Finance Costs 9.91 15.00

b. Depreciation & Amortization Expenses 65.07 60.97

c. Provision For Taxation
(including Deferred Tax) 17.40 15.52

Net Profit for the Year 103.58 84.17

Add: Balance of profit
carried forward 596.09 525.51

Total Profit available
for appropriation 699.67 609.68

Appropriated as under:

a. Interim Dividend 11.07 11.62

b. Dividend Distribution
Tax on Interim Dividend 2.25 1.97

c. Transfer to General Reserve Nil Nil

Total Appropriation 13.32 13.59

Balance Carried to Balance Sheet 686.35 596.09

DIVIDEND

The Board of Directors had declared interim dividend @ 40% p.a. i.e.Rs,
0.80/- per Equity Share of Rs, 2/- each for F.Y. 2015-16 at its meeting
held
on 30th January, 2016 and the same had been paid to eligible members
and/or beneficial owners. The total cash outflow for dividend during
the year was Rs, 13.32 crores (P.Y. Rs, 13.59 crores) including
dividend distribution tax ofRs, 2.25 crores (P.Y. Rs, 1.97 crores).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the

F.Y. 2015-16. The members are requested to approve the interim dividend for F.Y. 2015-16 as final dividend.

BUSINESS OPERATIONS/ STATE OF THE COMPANY''S AFFAIRS

a. Operational Performance

The Company recorded operational revenue of Rs, 2736.48 crores as compared to Rs, 2531.30 crores during the previous financial year.

The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 7.22% in F.Y. 2015-16 against the same at the level of 6.86% in F.Y. 2014-15.

Export Sales for the F.Y. 2015-16 was Rs, 279.42 crores as compared to Rs, 317.62 crores for the F.Y. 2014-15 mainly due to surge in the domestic market in respect of Agro processing segment products. The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) ofRs, 197.68 crores for the F.Y. 2015-16 against that ofRs, 173.73 crores for the F.Y. 2014-15.

The Cash Profit before tax, Profit after tax and EPS for the year remained at Rs, 187.77 crores, Rs, 103.58 crores and Rs, 7.49 per share respectively.

b. Capital Projects for the year 2015-16

The Company has also carried out routine modernization and improvements at all of its manufacturing Units. The Board of Directors is
proud to inform that the Company is sloughing back the retained earnings for the future growth of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs, 27.67 crores. During the year under review, the Company has not issued shares
with differential voting rights or granted stock options or issued sweat equity.

CORPORATE MATTERS

a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). In compliance with Regulations 17 to
22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, along with a certificate from the Statutory
Auditors confirming the compliance of Corporate Governance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different divisions/segments of the
Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY

The Board of Directors of the Company at its meeting held on 22nd May, 2015 had approved to disinvest the shareholding in Gujarat Ambuja
International Pte. Ltd., the Wholly Owned Subsidiary of the Company at Singapore and subsequently decided to close down the Subsidiary and
take all necessary action(s) for winding up its affairs. Accordingly, the operations of the Subsidiary were discontinued w.e.f. 31st December, 2015. In
accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its
Subsidiary Company, which is forming part of the Annual Report. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the
Company. The statement also provides the details of performance, financial position of the Subsidiary of the Company.


The financial statements of the Subsidiary company and related information are available for inspection by the Members at the Registered
Office of the Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting as
required under Section 136 of the Companies Act, 2013. Any Member desirous of obtaining a copy of the said financial statements may write
to the Company Secretary at the Registered Office of the Company. The financial statements including the Consolidated Financial Statements,
financial statements of Subsidiary and all other documents required to be attached to this report have been uploaded on the website of the
Company (www.ambuiagroup.com).

FINANCE AND INSURANCE

a. Working Capital

The working capital requirements of the Company during the year have been more or less in line with the previous financial year.
However the utilization mix has changed from INR dominated fund based limits to trade credits for imports. The shift in utilization mix is
due to various domestic and global economic factors. The same has been elaborated under Management Discussion and Analysis Report.
During the F.Y. 2015-16, since the borrowings for trade credits for imports was in foreign currency, the rate of interest was significantly
lower than INR borrowings. The impact of which was clearly visible in the lower finance cost by more than 33% in the F.Y. 2015-16. The
trend is continuing in current financial year also. There may be a minor shift in utilization mix in the second half of current financial
year. The Company has decent rating of A with stable outlook for short term working capital facilities from CRISILas per the applicable
regulatory norms. At present the Company has the same level of limits and has the arrangements with the bankers to fix quarterly
operative limits as per the expected utilization during the ensuing quarter.

b. Term Loans

During the F.Y. 2014-15, the Company availed term loan of INR 40 crores from HDFC Bank Limited to complete the modernization of
spinning unit. The modernization project of ring spinning was completed in Q3 of F.Y. 2015-16. The loan under project was approved by
Ministry of Textile with an interest subsidy of 2%. The project has also received eligibility certificate under the Gujarat State Textile Policy
for the interest subsidy of 7% with a maximum term loan cap of INR 21 crores. The term loan is reaffirmed rating of A from CARE as per
regulatory norms.

c. Insurance

All assets and insurable interests of the Company, including building, plant & machineries, stocks, stores and spares have been adequately
insured against various risks and perils. The Company has also taken Director''s and Officers Liability Policy to provide coverage against
the liabilities arising on them.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Mohit Gupta, the Joint Managing Director of the Company and Shri Sandeep Agrawal, the Whole-Time Director of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Board of Directors of the Company at its meetings held on 12th March, 2016 and 30th April, 2016 has appointed Shri Vishwavir Saran Das and Shri Sandeep Singhi respectively as Additional Directors on the Board of Directors of the Company. Shri Vishwavir Saran Das and Shri Sandeep Singhi, who hold office up to the date of this Annual General Meeting and in respect of whom, the Company has received valid notices in writing from Members of the Company proposing their candidature as Directors of the Company, are recommended for appointment as Independent Directors for five consecutive years commencing from 1st April, 2016 and 30th April, 2016 respectively.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 30th July, 2016 have recommended and approved, subject to approval of the members at the Annual General Meeting, appointment of Shri Vishwavir Saran Das and Shri Sandeep Singhi as Independent Directors of the Company for a period of five consecutive years commencing from 1st April, 2016 and 30th April, 2016 respectively. The above businesses are recommended for approval of the Members.

During the year under review, Shri Manan Bhavsar resigned as Company Secretary-Key Managerial Personnel and Compliance Officer of the Company w.e.f. 12th August, 2015. The Directors placed on record their appreciation for the contribution made by him during his tenure. The Board of Directors at its meeting held on 25th July, 2015 has appointed Ms. Chetna Dharajiya as Company Secretary-Key Managerial Personnel and Compliance Officer of the Company w.e.f. 13th August, 2015.

After the Balance Sheet Date:

Shri N. Giridhar resigned as Chief Financial Officer-Key Managerial Personnel of the Company w.e.f. 31st May, 2016. The Directors placed on record their appreciation for the contribution made by him during his tenure. The Board of Directors at its meeting held on 30th July, 2016 has appointed Shri Dinesh Shah as Chief Financial Officer-Key Managerial Personnel of the Company w.e.f. 30th July, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013 (Act), in relation to financial statements of the Company for the year ended
31st March, 2016, the Board of Directors states that:

a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit
of the Company for the year ended 31st March, 2016;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts/financial statements have been prepared on a ''going concern'' basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating
effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure-C to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS'' REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directors'' Report affecting the financial position of the Company.


PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements (Please refer to Note Nos. 12, 13 and 15 to the Standalone Financial Statements).

RELATED PARTY TRANSACTIONS

During the F.Y. 2015-16, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. The details of the related party transactions as per Accounting Standard 18 are set out in Note No. 28.2 to the Standalone Financial Statements forming part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this report.

AUDITORS

a. Statutory Auditors and Auditor''s Report

At the 23rd Annual General Meeting of the Company held on 13th September, 2014, the Members of the Company have appointed
M/s. Kantilal Patel & Co. (Firm Registration No. 104744W), Chartered Accountants, as Statutory Auditors of the Company from the
conclusion of 23rd Annual General Meeting till the conclusion of the 26th Annual General Meeting to be held in the year 2017, subject
to ratification of their appointment at every Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013,
the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Company has received a
certificate from them about their eligibility for appointment as Statutory Auditors in accordance with Rule 4 of the Companies (Audit and
Auditors) Rules, 2014 read with third proviso of Section 139(2) of the Companies Act, 2013. The Auditors'' report does not contain any
qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/
comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year
under review.

b. Cost Auditors

The Company has appointed M/s. N. D. Birla & Co., the Cost Accountants, Ahmadabad (Membership No. 7907) as the Cost
Auditors of the Company for audit of cost accounting records of its activities for the F.Y. 2015-16. Further, pursuant to Section
148 of the Companies Act, 2013 read with the Rules issued there under, the Board of Directors of the Company, on the
recommendations made by the Audit Committee at its meeting held on 12th March, 2016 has approved the appointment of
M/s. N. D. Birla & Co., the Cost Accountants, Ahmadabad (Membership No. 7907) as the Cost Auditors of the Company to conduct the
audit of cost records for the F.Y. 2016-17. The remuneration proposed to be paid to the Cost Auditors, subject to ratification of members
at the ensuing 25th Annual General Meeting, would not exceed Rs, 2,20,000/- (Rupees Two Lacs Twenty Thousand only) excluding taxes
and out of pocket expenses, if any.

The Company has received certificate from the Cost Auditors for eligibility u/s 141(3)(g) of the Companies Act, 2013 for appointment as
Cost Auditor and his/its independence and arm''s length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed M/s. PRT and Associates, Company Secretaries, Ahmadabad as Secretarial Auditors of
the Company for the F.Y. 2015-16 to conduct Secretarial Audit and provide Secretarial Audit Report in Form MR-3. The Secretarial Audit
Report is annexed herewith as Annexure-E to this report. The Secretarial Auditors'' report does not contain any qualification, reservation
or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.
VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved and adopted by the Board of Directors of the
Company at its meetings held on 26th July, 2014. The said policy provides a formal mechanism for all employees of the Company to approach
Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud
and violation of the Company''s Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access
to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the
fabric of society by generating employment and business opportunities. The Company is committed to continuously improving its social
responsibilities as a good corporate citizen, to make positive impact on the society. The Company has framed a policy for the Corporate
Social Responsibility laying down the guidelines for sustainable development of the society. During the year, the Company has undertaken
directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management,
implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying out activities
focusing on education, health programmes and skill development and supporting various community development projects in locations,
where the Company operates.

The Board of Directors at its meeting held on 24th May, 2014 approved and adopted the Corporate Social Responsibility Policy of the Company
pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, on the recommendations of the CSR Committee. The initiatives undertaken by the Company during the F.Y. 2015-16 in Corporate Social
Responsibility activities have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure-F to this report.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the F.Y. 2015-16. The details of the meetings of the Board/Committees of the Board,
are given in the Report on Corporate Governance, which forms part of this report.

AUDIT COMMITTEE

During the F.Y. 2015-16, the Committee consisted of Shri Sudhin Choksey (Chairman), Shri Rohit Patel and Shri Ashok Gandhi, the Directors
of the Company. As per Section 177(8) of the Companies Act, 2013, the Board has accepted all the recommendations of the Audit Committee
during the F.Y. 2015-16.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.
The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates
risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain
impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per Clause 49 of the
Listing Agreement {Corresponding Regulation 21 of the Listing Regulations now}, the Company has voluntarily constituted a Risk Management


Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Manish Gupta, Managing Director and other Members being Shri Mohit Gupta, Joint Managing Director, Shri Sandeep Agrawal, Whole-Time Director, the Chief Financial Officer and the Company Secretary of the Company. The Committee reports to the Board of Directors of the Company. At plants/units level, Internal Committees have been formed, headed by plants/units heads of respective plants/units and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement {Corresponding Regulation 19 of the Listing Regulations now}, the Board of Directors at its meeting held on 26th July, 2014 formulated and adopted the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the Policy on appointment and remuneration of Directors and other matters have been set out in Annexure-G to this report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of the Company is set out in Annexure-H to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non-Executive Directors of the Company as per Clause 49 of the Listing Agreement {Corresponding Regulation 19 of the Listing Regulations now} and Section 178 of the Companies Act, 2013. The criteria was set based on profiles, experience, contribution dedication, regularity, aptitude, preparedness & participation, team work and contribution of each Director to the growth of the Company.

The Company has devised the Board''s Performance Evaluation Policy document along with performance evaluation criteria/form for Independent and Non-independent Directors of the Company and criteria for evaluation of Board''s/Committee''s performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Separate meeting of Independent Directors was held on 29th January, 2016 and it reviewed the performance of Non-independent Directors &the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 25th January, 2014, has approved and adopted a Policy for Prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended from time to time). As per the provisions of the said Act, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & Units of the Company. During the F.Y. 2015-16, there were no case filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement {Corresponding Regulation 16(l)(b) of the Listing Regulations now}.

EXTRACTS OF ANNUAL RETURN

As required under the provisions of Section 134 (3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form No. MGT-9 is annexed herewith as Annexure-I to this report.

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. During the year, the Company appointed M/s. PAM & Associates, the Chartered Accountants for review of Internal Financial Controls in the Company. Such controls were tested and no reportable material weakness in the design or operation were observed.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Internal Auditors of each unit of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Companies Act, 2013. Compliance with all laws applicable to the Company were checked by the Internal Auditors of each unit and no non-compliance with laws applicable to the Company were reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

HEALTH, SAFETY AND ENVIRONMENT

The Company places utmost importance on ensuring safety of its employees, visitors to the premises of the Company and the communities we operates in. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employees'' safety. The Company is implementing programmes to eliminate fatalities and injuries at work place. Quarterly reports on health, safety and environment from each plants/units of the Company are received by the Company and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through a combination of systems and processes as well as co-operation and support of all employees. Each and every safety incidents at plants/units, if any, are recorded and investigated.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees towards the Company. Your Directors wish to place on record the co-operation received from the staff and workers at all levels and at all plants/units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing shareholders value. All the Company''s operations are guided and aligned towards maximizing shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services, support and contribution by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Vijaykumar Gupta

Place: Ahmedabad Chairman & Managing Director

Date : 30th July, 2016 (DIN: 00028173)


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below:

PARTICULARS STANDALONE

2014-15 2013-14

Net Revenue from Operations & Other Income 2540.43 3101.90 (Including Exports- Fob Value) 300.64 606.86

Profit Before Interest, Depreciation And Taxes 173.73 205.03

Less:

1. Finance Costs 15.00 20.65

2. Depreciation & Amortization Expenses 60.97 47.41

3. Provision For Taxation (Incl. Deferred Tax) 15.52 25.31

Net Profit For The Year 4.17 111.66

Add: Balance Of Profit Carried Forward 525.51 437.18

Total Profit Available For Appropriation 609.68 548.84

Appropriated As Under:

a. Interim Dividend 11.62 9.68

b. Dividend Distribution Tax On Interim Dividend 1.97 1.65

c. Transfer To General Reserve Nil 12.00

Total Appropriation 13.59 23.33

Balance Carried To Balance Sheet 596.09 525.51

DIVIDEND

The Board of Directors had declared interim dividend @ 42% p.a. i.e. Rs. 0.84 per Equity Share of Rs. 2/- each for F.Y 2014-15 at its meeting held on 6th September, 2014 and the same had been paid to eligible members and/or beneficial owners. The total cash outflow for dividend during the year was Rs. 13.59 crores (P.Y Rs. 11.33 crores) including dividend distribution tax of Rs. 1.97 crores (P.Y. Rs. 1.65 crores).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2014-15. The members are requested to approve the interim dividend for F.Y 2014-15 as final dividend.

BUSINESS OPERATIONS/ STATE OF THE COMPANY'S AFFAIRS

A. Operational Performance

The Company recorded operational revenue of Rs. 2531.30 crores as compared to Rs. 3091.81 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 6.86%in FY 2014-15 against the same at the level of 6.61% in FY 2013-14.

Export Sales for the year 2014-15 was ' 317.62 crores as compared to Rs. 626.11 crores for the year 2013-14 mainly due to surge in the domestic market in respect of Agro processing segment products. The Company achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs. 173.73 crores for the year 2014-15 against that of Rs. 205.03 crores for the year 2013-14.

The Cash Profit before tax, Profit after tax and EPS for the year remained at Rs. 158.73 crores, Rs. 84.17 crores and Rs. 6.08 per share respectively. Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors' Report.

B. Capital Projects for the year 2014-15

The Company has also carried out routine modernization and improvements at all of its other manufacturing Units. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 27.67 crs. During the year under review, the Company has not issued shares with differential voting rights or granted stock options or issued sweat equity.

CORPORATE MATTERS Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's Equity Shares are listed. A separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors' Report.

Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different Divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY

As on March 31,2015, the Company had one overseas wholly owned subsidiary. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary company, which is forming part of the Annual Report. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. The statement also provides the details of performance, financial position of the subsidiary of the Company.

The financial statements of the subsidiary company and related information are available for inspection by the members at the Registered Office of the Company during business hours on all days except Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company (www.ambuiagroup.com).

FINANCE AND INSURANCE

Working Capital

The working capital requirements of the Company has witnessed major shift in the last Financial Year. This has been on account of change in revenue mix of Agro segment which is now largely through domestic sale. This has resulted in lower utilization of fund based limits particularly export credit in last Financial Year. In the the last Financial Year in fact the Company has surrendered the limits of INR 77 Crore of SBM and reduced the consortium size to 5 banks. In current financial year also, the Company may opt for further realignment of limits and banks. The Company has received one notch higher rating of A with stable outlook for short term working capital facilities from CRISIL as per the applicable regulatory norms.

The Company has also been reassigned rating of A1 from CARE of INR 20 Cr for commercial paper.

Term Loans

In the last financial year, the Company started drawing term loan against sanction of INR 40 cr from HDFC Bank. The modernization project of ring spinning unit is in full swing and the Company is hopeful to draw entire sanctioned amount by July 2015 -August 2015. The project is approved by ministry of textile for interest subsidy of 2% and the process for getting approval of interest subsidy of 7% from Gujarat Government under is also at advance stage. CARE has reassigned the rating ofA as per regulatory norms.

Insurance

All Assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vijaykumar Gupta, the Chairman & Managing Director of the Company and Mr. Manish Gupta, the Managing Director of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Board of Directors of the Company at its meeting held on 6th September, 2014 has appointed Mr. Rashmikant N. Joshi as an Additional Director on the Board of Directors of the Company. Mr. Rashmikant N. Joshi, who hold office upto the date of this Annual General Meeting and in respect of whom, the Company has received a valid notice in writing from a Member of the Company proposing his candidature as Director of the Company, is recommended for appointment as an Independent Directors for five consecutive years commencing from 15th September, 2014. The Nomination & Remuneration Committee and the Board of Directors at their respective Meetings held on 25th July, 2015 have recommended and approved, subject to approval of the members at the Annual General Meeting, appointment of Mr. Rashmikant N. Joshi as an Independent Director of the Company for a period of five consecutive years commencing from 15th September, 2014. The above businesses are recommended for approval of the Members.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c)of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 31,2015 and of the profit of the Company for the year ended 31st March, 2015;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls which are reasonably adequate and operating satisfactorily; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure-C to this Report and forms part of this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS' REPORT

There were no material changes and commitments between the Balance Sheet date and date of Directors' Report affecting the financial position of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 12, 13 and 15 to the standalone financial statement).

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at (URL: http://www.ambuiagroup.com/LinkFiles/Policv%20on% 20related%20parties.pdf ). The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-D to this Report.

AUDITORS AND AUDITORS' REPORT

At 23rd Annual General Meeting of the Company held on 13th September, 2014, the Members of the Company have appointed M/s. Kantilal Patel & Co. (Firm Registration No. 104744W), Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 23rd Annual General Meeting till the conclusion of the 26th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible under the provisions of the Companies Act, 2013. The Auditors' report does not contain any qualification, reservation or adverse remark and is self- explanatory and thus does not require any further clarifications/comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its all products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of ' 2 lakhs.

The Members may further note that, the Board of Directors of the Company at its meeting held on 25th July, 2015 have appointed M/s. N. D. Birla & Co., as Cost Auditor for Financial Year 2015-16. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding ' 2,00,000 (Rupees Two lacs only) excluding taxes and out of pocket expenses, if any.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Dr. K. R. Chandratre, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2014-15 to conduct Secretarial Audit and provide Secretarial Audit Report in Form MR-3. The Report of the Secretarial Audit Report is annexed herewith as Annexure-E to this Report. The Secretarial Auditors' report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications/comments.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES

Listing

At present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2015-2016 to respective Stock Exchanges.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of ' 2/- each.

Familiarisation programmes for Independent Directors

The Independent Directors are provided with necessary documents, reports to enable them to familiarise with the Company's procedures and practices. The Independent Directors are provided visit to various Company's Plants, to enable them to have full understanding of manufacturing

Operations & Processes of various Plants of the Company and the Industry in which it operates. Periodic presentations are made at the Board Meetings, on business and performance updates of the Company, business strategy and risks involved. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: http://www.ambuiagroup.com/LinkFiles/Familiarization% 20programme% 20details.pdf ).

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved by the Board of Directors of the Company at its meetings held on 26th July, 2014. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of Society by generating employment and business opportunities. The Company is committed to continuously improving its social responsibilities as a good corporate citizen, to make positive impact on the Society. The Company has framed a policy for corporate social responsibility laying down the guidelines for sustainable development of Society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates.

The Board of Directors at its meeting held on 24th May, 2014 approved the Corporate Social Responsibility Policy of the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. The initiatives undertaken by the Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure-F to this Report

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

AUDIT COMMITTEE

The Committee consists of members viz. Mr. Sudhin B. Choksey (Chairman), Mr. Rohit J. Patel and Mr. Ashok C. Gandhi, the Directors of the Company. As per section 177(8) of the Companies Act, 2013, the Board has accepted all the recommendations of the Audit Committee during the Financial Year 2014-15.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per the requirements of Clause 49 of the Listing Agreement, the Company has voluntarily constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Manish Gupta, Managing Director and other Members being Mr. Mohit Gupta, Joint Managing Director, Mr. Sandeep Agrawal, Whole Time Director, Mr. N. Giridhar, Chief Financial Officer and Mr. Manan Bhavsar, Company Secretary. The Committee reports to the Board of Directors of the Company. At Plant level, Internal Committees have been formed, headed by Plant heads of respective Plants and functional departmental heads. Such Committees report to the Risk Management Committee from time to time. During the financial year 2014-15, the Board of Directors have approved the risk management policy for the Company as proposed by the Management and recommended by the Risk Management Committee. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 26th July, 2014 formulated the Nomination and Remuneration Policy of the Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have set out in Annexure-G to this Report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure-H to this Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee at its Meeting held on 31st March, 2015 laid down the criteria for performance evaluation of Executive and Non-Executive Director of the Company as per clause 49 of the Listing Agreement and section 178 of the Companies Act, 2013. The Criteria was set based on Profiles, experience, contribution dedication, regularity, aptitude, preparedness & participation, team work and contribution of each Director to the growth of the Company.

The Company has devised the Board's performance evaluation Policy document along with performance evaluation criteria/form for Independent and Non-independent Directors of the Company and Criteria for evaluation of Board's/Committee's performance along with remarks and suggestions. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Separate Meeting of Independent Directors was held on 31st March, 2015 and it has reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 25th January, 2014, has approved a policy for prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & Units of the Company. During the Financial Year 2014-15, there were no cases filed under the said Act.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-I to this Report.

CODEOFCONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.ambujagroup.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

INTERNAL FINANCIAL CONTROLS AND LEGAL COMPLIANCE REVIEW

The Company has in place adequate internal financial controls with reference to financial statements. During the year, the Company appointed M/s. PAM & Associates, the Chartered Accountants for review of Internal Financial Controls in the Company. Such controls were tested and no reportable material weakness in the design or operation were observed.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, the Company appointed M/s. Krishnamurthy & Co., the Legal Firm for review of adequacy of legal compliance systems in the Company as required under the Companies Act, 2013. Compliance with all laws applicable to the Company were checked by the Firm and no non-compliance with laws applicable to the Company were reported to the Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of Employees towards the Company. Your Directors wish to place on record the co-operation received from the Staff and Workers at all levels and at all Units.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders Value. All the Company's Operations are guided and aligned towards maximizing Shareholders Value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Government, Other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Vijay Kumar Gupta Date : 25th July, 2015 Chairman & Managing Director (DIN 00028173)


Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting the 23' Annual Report of the Company together with the Audited Statements of Accounts for the

year ended 31 * March, 2014

FINANCIAL HIGHLIGHTS

The summary of Ihe financial results la given below:

(Rs.in Crores)

PARTICULARS STANDALONE

2013-14 2012-13

Net Turnover & Other Income (Including Exports-Fob Maiual 000.66 779.13

Profit Before Interest, Depredation And Taxes 205.03 204.02

Less:

1. Finance Costs 20.05 21.70

2. Depreciation ^Amortization Expenses 47.41 36.60

3 Provision For Taxation fInd. Deferred Tax) 25.31 32.29

Net Prolft For The Year 111,66 113.35

Add: Balance Of Profit earned Forward 437.15 348.67

Total ProlUAvallsble For Appropriation 545.84 462.02

Appropriated As Under:

a. Interim Dividend 9.68 11.06

b. Dividend Distribution Tax On interim Dividend 1.65 1.78

c. Transfer To General Reserve 12.00 12.00

Total Appropriation 23.33 24.84

Balance Carried To Ba lance Sheet 525.51 437.18

DIVIDEND

The Board of Directors had dedared Interim dividend @ 35% p.a. i.e. Rs 0.70 per Equity Share of 72/- each forF.Y, 2013-14 at its meeting held on 26th October, 2013 and the same had been paid to el-51 bio members and or beneficial owners. The total cash outflow ford dividend during the year was 711,33crores (P.Y. 7 12.64 crores) including dividend distribution tax of 71.65 crores [P.Y, 71.76 crones), in view of conserving resourices tor future expansion plans of the Company, your Directors do not recommend any further dividend for (he financial year 2013-14. The members are requested to approve the Interim dividend for F.Y. 2013-14 as final dividend.

TRANSFER TO RESERVES

The Company proposes to transfer 712 crores to the General Reserve out of the total amount available for appropriations and an amount of 7 525.51 crores is proposed to be carried forward to Balance Sheet.

BUSINESSOPERATIONSf STATE Of THE COMPANY'S AFFAIRS

A, Operation Performance

The Company recorded operational revenue of 7 3091.81 crores as compered to Rs 3004.62 crores during the previous financial year. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 6.61 % In FY 2013-14 against the same at the level of 6.77% in FY2012-13.

Export Sales for the year 2013-14 was 7 626.11 crores as compared to 7 766.04 crores for Ihe year 2012-13 mainly due to surge in Ihe domestic market In respect of Agno processing segment products. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of7 205 03 crores for the year 2013-14 against (hat of Rs 204.02 crones for Ihe year 2012-13

The Cash Profit before Tax, Profit aftertax and EPS for the year remained al 7184.38 crores, 7111.66 crores and 7 6 07 per share respectively. Highlights of performance are discussed in detail In the Management Discussion and Analysis report attached as Annexure to Directors* Report.

B, Capital Projects for the year 2013-14

The Company has successfully commissioned 100 TPD Edibla Oil Refinery at Pfthampurln December, 2013. The Company has also carried oul routine modernization and Improvements al all of its drier manufacturing Units. The Board of Directors Is proud to inform that Ihe Company Is ploughing back the retained earnings for the future growth of the Company.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's Equity Shares are listed. A separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance Is annexed as Annexure-A and forms part of the Directors' Report.

Management Discuss tor and Analysis

A statement on management discussion and analysis with detailed highlights Of performance of different Divisions Of the Company is a nnexed as Annexure -B to this report.

SUBSIDIARY COMPANY AND CON SOLIDATE ACC0UNTS

The Ministry of Corporate Affaire, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21 si February 2011 respectively read with General Circular No. 06/2014 dated 4th April 2014 has g ra nted a general exemption from compilance with section 212 of the Companies Act, 1956, subject to ful,filment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included In the Consolidated Financial Statements. As per said circular, the Company has presented In this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming pari of the Report. The consolidated financial statement Is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets total liabilities (e) details of invaslment (except in case of investment in Ihe subsidiaries) (f) turnover (g) profit before taxation (h) provision tor taxation (I} profit after taxation (jj proposed dividend is also forming part of the Report

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks, During the year the company has restructured Ihe consortium of banks and Inducted Stale Bank of India from February, 2013. The company has Ihe rating for short term working capital fadNties from CRISIL as per the applicable regulatory norms.

The company has also been assigned rating of A1 from CARE of INR 20 Cr for commercial paper.

Term Loans

During ihe year under review, the Company has not availed term loan from any Banks/Finandal Institutions. The company has received sanction of term loan of IN R 40 cr from HDFC Bank, The sanction is for modernization project of ring spinning unit with an Investment of INK 60 cr. The project would be implemented In s phased mannerlnspanof around 2 years. The p nojact is eligible for interest subsidy of 2% tram Ministry of Textile Government of India under TUF scheme. It is also eligible for additional interest subsidy of 7% from Gujarat Government under its new textile policy announced In 2012. The drawl oi toe loan would be or ap prove! of su bsidy and for initial I nvestment toe company plans to fund it from its contribution in Ihe project. The Joan is also rated by the CARE as per regulatory norms.

insurance

All Assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately Insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Compa ny h as not accepted nor renewed any deposit by in vitstton to the public at large,

DIRECTORS

Your Directors express toeir profound grief and sorrow on the sad demise of Mr, C, M. Maniar, toe Independenl Director on 29th June, 2014 and pay tribute to him for his significant contribution towards the growth of your Company during his tenure as its Independent Director.

The Company Is well supported by Ihe knowledge and experience of Its Directors and Executives. Pursuant to provisions of the Companies Act. 2013 and Articles or Association of the Company. Mrs. Su loch ana V Gupta, the Director of the Company Is liable to retire by rotation and being eligible, have offered herself for re-appointment, Mr. Prakash G. Remrakhlani and Mr, Ash ok C. Gandhi, the Directors of the Company are being appointed as Independent Director for a term upto 31st March, 2016- Mr. Rohil J. Patel and Mr. Sudhln B. Choksey, toe Directors of the Company, arebaing appointed as Independent Directors for five consecutive years fora term upto 31 st March, 2019 as pier provisions of Section 149 and other applicable provisions of the Companies Act 2013.

The Nomination A Remuneration Committee and the Board of Directors at their respective Meetings held on 26th July, 2314 have recommended and approved, subject to approval of the members at the Annual General Meeting, re-appointment of Mr, Sandeep N-Agrawat as Whole Tima Dinectorof Ihe company tor further period from 1 st August, 2014 to 31 at July. 2019.

The above businesses are recommended for approval of the Members.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to ihe requirement under Section 217(2AA) of the Companies Act. 1956, with respect to Directors' Responsibility Statement, it Is hereby confirmed:

(1) that In the preparation of the annual accounts tor the financial year ended 31st March, 2014, the applicable accounting standards have been followed and them are no material departures from the same;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the slate of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review:

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for pro vonting and detecting fraud and olher Irregularities;

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31 st March, 2014 on a 'going concern'basis.

CONSERVATION OF EN EASY, TECH NOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding above particulars as required under the provisions of Section The rntofmalion regarding above particulars as required under Ihe provisions of Section 217(1 He) of the Companies Acl, 1956 read with the Companies (Disclosure of Particulars In ihe Report of the Board of Directors) Rules, 1968 is attached as Annexure-C to this re port and forms pari of this report,

MATERIAL CHANGES. IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS1 REPORT

There were no material changes between Ihe Balance Sheet date and dale of Directors" Report affecting the financial position of the Company.

PARTICULARS OF EMPLOYEES AND OTHER STATUTO RYIN FORM ATlON

Details of employees drawing remuneration of not less than 160,00,0001- per annum, where employed lor full year or Rs 5 ,00,000/- per month, wham employed far a part of the year pursuant to provisions of Section 217 (2A) of the Companies Ad 1956 road with the Companies (Particula re of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and other statutory Information as staled above Is also abashed herewith.

AUDITORS AN D AUDITORS'REPORT

M/e. Kantital Patel & Co, (Firm Registration No. 104744W), Chartered Accountants, Ihe present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. Pursuant to the provisions of section 139 of Ihe Companies Ad, 2013 and the Rules framed (hereunder, it is proposed to appoint M/s. Kanlilal Patel 4 Co. as Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the condusron of Ihe 26th Annual General Meeting to be held In the year 2017, subject to ratification of iheir appointment at every Annuel General Meeting. They have famished a Certificate to Ihe effect that their proposed re-appolnlment, if made al Ihe ensuing Ann ual General Meeting, wilI be within ih a limits specified under Section 139( 1) of the Companies Act, 2013 and they are not disqualified tor re-appointment within die meaning of Section 141 (3) of the said Act.

The Auditors' restart Is not qualified and is self-explanatory and does not require any farther cladftoations/comments.

COST AUDITOR

As per Order No. 52/26/CAB-2010 dated 06 11.2012 of the Central Government, the Board of Directors of Ihe Company al its meeting held on 25th May. 2013 had appointed M/s. N. D. Birla& Co , Ihe Cost Accountants, A-3, Nirant Society. Einsbridge, Ahmedabad(Membership No, 7907) as Cost Auditor for all products of the Company except Electricity for the financial year 2013-14. Due Date tor filing Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2014 is on or before 180 days from the ctose of financial year ended on 31 si March, 2014,

The due date for filinglhe Cost Audit Reports in XBRL mode for the financial year ended 31 at March, 2013 was 27th September, 2013 and the Cost Audit Reports were filed by the Cosl Auditor on 24th September, 2014.

The Members may further note that, the Board of Directors of the Company at its meeting held on 24th May. 2014 have appointed M/s. N, D. flirta 4 Co,, as Cost Auditor for Financial Year 2014-15.

SECRETAR1ALAUDIT RETORT

As a measure of good corporate governance practice, the Board of Directors of Ihe Company appointed Dr. K.R. Chandratre, Practising Company Secretary, to conduct the Secrelarigt Audit for the F.Y. 2013-14, Secretarial Audit Report is separately attached to this report The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Ad, 1956, the 66 sections of Ihe Companies Act, 2013 notified vide Ministry of Corporate Affairs Gazette Notification No, S-0.2754(E) deted September 12, 2013, the Securities Contracts (Regulation) Acl, 1956, the Depositories Act, 1996. the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Ihe Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Listing Agreemenls with Ihe Stock Exch anges, applicable provisions underFEMAAclandlhe Memorandum anc Articles of Association of the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate Ihe efforts and dedication of Employees towards the Company Your Directors wish to place on record the co-operation received from the Staff and Workers at all levels and ait all Unite.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES Listing

Al present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange cf India Limited, The Company has paid annual Listing fees for the financial year 2314-2015 to respective Slock Exchanges. Equity Shares of ihe Company stands rdelisted from Ahmeda bad Stock Exchange Ltd. w.e ,f. 8th June, 2011.

Dematerialisation

The Equity Shares of the Company am under compulsory demat from 24th Juty, 2000, The Company has already entered Into agreement with Central Depository Services (India) Limited (COSL) and National Securities Depository Limited (NSDL) and IS IN No. INE036BQ1022 has been allotted to Ihe Company far sub-divided Equity Shares of 12/-each,

VIGIL MEGHANISM/WH1STLE BLOWER POLICY,

The Company has adopted Vigil Mechenism/Whistie Blower Policy, which was approved by the Audit Committee and Ihe Board of Directors of the Company at their respective meetings held on 22nd October. 2005, The said policy provides a formal mechanism for all employees of the Company In approach Chairman of (he Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct end Business Ethics, Under the Policy. each employee of the Company has an assured access to the Chairman off the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of Society by generating employment and business opportunities. The Company is committed to continuously Improving Its social responsibilities as e good corporate citizen, to make positive impact on the Society, The Company has framed a policy for corporate social responsibility laying down Ihe guidelines for sualah able development of Society. During the year, the Company has undertaken directly and indirectly various initiatives contributing lo the environment including reduced waste generation, improved waste management implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying cut activities focusing on education, health programmes and skill development and supporting various community development projects in localions, where the Company operates,

CORPORATE SOCIAL RES PONS FBIUTY COMM ITTEE

The Board of Director of the Company constituted a Corporate Social Responsibility Committee on January 25,2014, The Committee consists of members viz. Mr, Vijaykumar Gupta, Chairman & Managing Director, Mr. Manish V, Gupta, Managing Director, and Mr. Rohit J Patel, Ihe Independent Director of the Company. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be incurred and monitor the Corporate Soda! Responsibility Policy of the Company from time to time.

AUDIT COMMITTEE

The Committee consists of members viz. Mr. Sudhln B. Choksey, Mr. Rohil J, Patel and Mr. Ashok C. Gandhi, the Directors of the Com party. As per section 177(A) of the Companies Act. 2013, the Board has accepted all the recommendations of the Audit Committee during the Fina rtdal Year 2013-14,

REMUNERATION POLICY

Payment of remuneration lo the Executive Directors Is In accordance with Ihe service contracts enlened Into with them, the terms and conditions of which am approved by the Nomination & Remuneration Committee, the Board as wail as share herders of the Company. No sitting fee Is paid lo the Executive Directors of Ihe Company for attending thy Boardf Committee meetings The remuneration policy of the Company is aimed at motivating Ihe employees lo excel in their performance. It also recognizes the contribution of the employees and aims to retain talent in the Organization and reward merit. The remuneration paid is commensurate with industry slandards,

TRANSACTIONS WITH RELATED PARTIES

In compliance with the provisions of section 188 of the Companies Act 2013 (Ad), the Company has identified and taken on record a list of 'Related Parties' as defined in sub-section (76) of eection 2 of Ihe Act. The Company presents a detailed slatement of all related party transactions before ihe Audit Committee, specifying the nature, value, and terms and conditions of the transaction. The Audit Committee and the Board of Directors of the Company have considered and approved various contracts and arrangements falling under sub-section (1) of section 1 88 of the Act entered into with the identified Related Parties, which are in the ordinary course nf business of the Company and et arm's length basis and haive further approved a Policy on dealing with related party transactions as per revised clause 49 of the Listing Agreement. Said Policy la also placed on Ihe Website of the Company.

The Company's major related party transactions are generally with its Directors, their relatives and companies!LLP In which Director is memberdirectorpartner. The related party transactions are entered into based on considerations of business exigencies and to facilitate day to day business operations of Ihe Company. Transactions with related parties are conducted in a transparent manner lo further the Company's Interest.

INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its mealing held on 25th January, 2014, has appravade policy for prevention of Sexual Harassment of Women as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redr essal) Act, 2013, As per the provisions of the said Ad. the Company has constituted Committees In the name of 'Internal Complaints Committee1 for tee Registered Office & Units of the Company. During the Finantial Year 2013-14, there were no cases filed under the said Act

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received annual statements of declarations by independent Directors that they meet with criteria of Independence as per Section 149(6) of Companies Act. 2013 and clause 49 of the Listing Agreement on Corporate Governance.

ENHANCING SHAREHOLDERS VALUE

The Company accords lop priority for creating and enhancing Shareholders Value. All the Company's Operations are guided and aligned towards maxlmlzl ng Shareholders Value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like lo express thalr appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Government Other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Di rectors also wish to place on nocord their deop sense of appreciation for the committed services by the Executives. Staff and Workers orthe Company.

For and on behalf of the Board of Directors Place: Ahmodohad Vijay Kumar Gupta Data : 26th July, 2014 Chaiman & Managing Director (DIN 00028173)


Mar 31, 2013

To , The Members of Gujarat Ambuja Exports Limited

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below: (Rs. in Crores)

PARTICULARS STANDALONE

2012-13 2011-12

Net Turnover & Other Income 3014.07 2119.60

(Including Exports- Fob Value) 779.13 538.48

Profit Before Interest, Depreciation And Taxes 204.02 111.27

Less:

1. Finance Costs 21.70 20.89

2. Depreciation & Amortization Expenses 36.68 29.86

3. Provision For Taxation (Incl. Deferred Tax) 32.29 10.82

Net Profit For The Year 113.35 49.70

Add: Balance Of Profit Carried Forward 348.67 314.12

Total Profit Available For Appropriation 462.02 363.82

Appropriated As Under:

a. Interim Dividend 11.06 8.30

b. Dividend Distribution Tax On Interim Dividend 1.78 1.35

c. Transfer To General Reserve 12.00 5.50

Total Appropriation 24.84 15.15

Balance Carried To Balance Sheet 437.18 348.67

DIVIDEND

The Board of Directors had declared interim dividend @ 40% p.a. i.e. Rs. 0.80 per Equity Share of Rs. 2/- each for F.Y. 2012-13 at its meeting held on 21st July, 2012 and the same had been paid to eligible members and/or beneficial owners. The total cash outflow for dividend during the year was Rs. 12.84 crores (P.Y. Rs. 9.65 crores) including dividend distribution tax of Rs. 1.78 crores (P.Y. Rs. 1.35 crores).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2012-13. The members are requested to approve the interim dividend for F.Y. 2012-13 as final dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 12 crores to the General Reserve out of the total amount available for appropriations and an amount of Rs. 437.18 crores is proposed to be carried forward to Balance Sheet.

BUSINESS OPERATIONS

A. Operational Performance

The Company recorded operational revenue of Rs. 3004.62 crores as compared to Rs. 2114.09 crores during the previous financial year registering growth of more than 42 % compared to previous financial year. The revenue from Exports also has more or less similar growth rate at around 40% for the year 2012-13. The various profit parameters have significant growth during the year. The Company achieved EBIDTA margin of 6.77% in FY 2012-13 against the same at the level of 5.25% in FY 2011-12. The growth of 1.50% in EBIDTA margin shows the efficiency in managing the operations of the Company considering the fact of huge uncertainty in the market & economy. The other operational parameters have also registered sizeable growth during the year.

Export sales for the year 2012-13 was Rs. 786.04 crores as compared to Rs. 560.38 crores for the year 2011-12. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of Rs. 204.02 crores for the year 2012-13 against that of Rs. 111.27 crores for the year 2011-12.

The Cash Profit before tax, Profit after tax and EPS for the year remained at Rs. 182.32 crores, Rs. 113.35 crores and Rs. 8.19 per share respectively.

Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors’ Report.

B. Capital Projects for the year 2012-13

The Company has successfully commenced the commercial production of its 750 TPD new maize processing, derivatives and other value added products processing Unit in the Haveri District in the State of Karnataka in the second half of the financial year. Apart from this, the 11 MW Cogeneration Power Plant has also begun its operation at Village Dalpur, Himmatnagar. This project has helped the Cotton Yarn segment to control its power cost significantly. The Company has also carried out routine modernization and improvements at all of its other manufacturing Units. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth of the Company.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company’s Equity Shares are listed. A separate report on Corporate Governance, along with a certificate from the Statutory Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors’ Report.

Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights of performance of different Divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As per General Circular no. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 25th May, 2013 has given consent for not attaching the balance sheet of Gujarat Ambuja International Pte. Ltd., the wholly owned subsidiary company. As per said circular, the Company has presented in this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming part of the Report. The consolidated financial statement is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend is also forming part of the Report.

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks. The CRISIL has continued with the highest rating for safety as per Basel-II norms.

Term Loans

During the year under review, the Company has not availed term loan from any Banks/Financial Institutions. The Company has prepaid the term loan availed for Cotton Yarn Segment and Wind Mills. As on the date of annual report, the Company does not have any outstanding term debts.

Insurance

All Assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted nor renewed any deposit by invitation to the public at large.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sulochana V. Gupta, Mr. Sandeep N. Agrawal and Mr. Ashok C. Gandhi, the Directors of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Remuneration & Selection Committee and the Board of Directors at their respective Meetings held on 31st July, 2013 have recommended and approved, subject to approval of the members at the General Meeting;

a) Re-appointment of Mr. Manish V. Gupta as Managing Director for further period from 28th December, 2013 to 27th December, 2018.

b) Re-appointment of Mr. Mohit V. Gupta as Joint Managing Director for further period from 1st August, 2013 to 31st July, 2018. The above businesses are recommended for approval of the Members.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(1) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31st March, 2013 on a ‘going concern’ basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding above particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure-C to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Details of employees drawing remuneration of not less than Rs. 60,00,000/- per annum, where employed for full year or Rs. 5,00,000/- per month, where employed for a part of the year pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and other statutory information as stated above is also attached herewith.

AUDITORS AND AUDITORS’ REPORT

M/s. Kantilal Patel & Co., the Chartered Accountants, the present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a Certificate to the effect that their proposed re-appointment, if made at the ensuing Annual General Meeting, will be within the limits specified under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Auditors’ report is not qualified and is self-explanatory and does not require any further clarifications/comments.

COST AUDITOR

As per Order No. 52/26/CAB-2010 dated 24.01.2012 and Order No. 52/26/CAB-2010 dated 02.05.2011 of the Central Government, the Board of Directors of the Company at its meeting held on 19th May, 2012 had appointed M/s. N. D. Birla & Co., the Cost Accountants, A- 3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) as Cost Auditor for the Products "Textile" and "Bulk Drugs", respectively for the financial year 2012-13. Further, as per Order No. 52/26/CAB-2010 dated 24.01.2012 of the Central Government, the Board of Directors of the Company at its meeting held on 19th May, 2012 had appointed M/s. Rajendra Patel & Associates, the Cost Accountants, S-101, Sector – 4, Suncity, S. P. Ring Road, Near Bopal, Ahmedabad – 380 058 (Membership No. 29021) as Cost Auditor for the Product "Edible Oil" of the Company for the financial year 2012-13. Due Date for filing Cost Audit Reports in XBRL mode in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 with the Central Government for the financial year ended 31st March, 2013 is on or before 180 days from the close of financial year ended on 31st March, 2013.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2012 was 28th February, 2013 and the Cost Audit Reports were filed by the Cost Auditor on 1st January, 2013.

The Members may further note that as per General Circular no. 15 dated 11/04/2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 25th May, 2013 have appointed M/s. N. D. Birla & Co., as Cost Auditor as per Cost Audit Order No. 52/26/CAB-2010 dated 06-11-2012 for Financial Year 2013-14.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of Employees towards the Company. Your Directors wish to place on record the co-operation received from the Staff and Workers at all levels and at all Units.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES

Listing

At present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2013-2014 to respective Stock Exchanges. Equity Shares of the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of Rs. 2/- each.

CORPORATE SOCIAL RESPONSIBILITY

With core business interest of the Company in agro-processing and its exports, the Company plays an important role in strengthening the fabric of Society by generating employment and business opportunities. The Company is committed to continuously improving its social responsibilities as a good corporate citizen, to make positive impact on the Society. The Company has framed a policy for corporate social responsibility laying down the guidelines for sustainable development of Society. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders Value. All the Company’s Operations are guided and aligned towards maximizing Shareholders Value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Departments of Central Government & State Government, Other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 31st July, 2013 Vijay Kumar Gupta

Chairman and Managing Director


Mar 31, 2012

To, The Members of Gujarat Ambuja Exports Limited

The Directors have pleasure in presenting 21st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below:

(Rs. in Crores)

STANDALONE

PARTICULARS 2011-12 2010-11

Net Turnover & Other Income 2119.60 1957.75

(Including Exports- Fob Value) 538.48 547.24

Profit Before Interest, Depreciation And Taxes 111.27 156.72

Less:

1. Interest & Finance Charges 20.89 12.55

2. Depreciation 29.86 29.23

3. Provision For Taxation (Incl. Deferred Tax) 10.82 25.03

Add : Prior Period Items 0 4.19

Net Profit For The Year 49.70 94.10

Add: Balance Of Profit Carried Forward 314.12 239.70

Total Profit Available For Appropriation 363.82 333.80

Appropriated As Under:

a. Interim Dividend 8.30 8.30

b. Dividend Distribution Tax On Interim Dividend 1.35 1.38

c. Transfer To General Reserve 5.50 10.00

Total Appropriation 15.15 19.68

Balance Carried To Balance Sheet 348.67 314.12

DIVIDEND

The Board of Directors had declared interim dividend @ 30% p.a. i.e. Rs. 0.60 per Equity Share of Rs. 2/- each for F.Y. 2011-12 at its meeting held on 6th February, 2012 and the same had been paid to eligible members and/or beneficial owners. The total cash outflow for dividend during the year was Rs. 964.78 lacs (P.Y. Rs. 967.98 lacs) including dividend distribution tax of Rs. 134.66 lacs (P.Y. Rs. 137.87 lacs).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2011-12. The members are requested to approve the interim dividend for F.Y. 2011-12 as final dividend.

The Board of Directors at its meeting held on 21st July, 2012 has declared interim dividend @ 40% p.a. i.e. Rs. 0.80 per Equity Share of Rs. 2/- each for F.Y. 2012-13 and the same will be paid to eligible members and/or beneficial owners.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 550 lacs to the General Reserve out of the total amount available for appropriations and an amount of Rs. 34867.42 lacs is proposed to be carried forward to Balance Sheet.

BUSINESS OPERATIONS

A. Operational Performance

The Company recorded a turnover of Rs. 2114 crores as compared to Rs. 1941 crores during the previous financial year registering growth of more than 8.9 % compared to previous financial year. The export sales was more or less at the same level. Export sales (F.O.B. Value) for the year 2011-12 was Rs. 560.38 crores as compared to Rs. 556.80 crores for the year 2010-11. The various profit parameters were marginally down due to various factors. However, the Company has been able to maintain it at a decent level at the end of the year. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of Rs. 111.27 crores for the year 2011-12 against that of Rs. 156.72 crores for the year 2010-11.

The Cash Profit, Profit after tax and EPS for the year remained Rs. 90.38 crores, Rs. 49.70 crores and Rs. 3.60 per share respectively. Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors' Report.

B. Capital Projects for the year 2011-12

During the year, the Company has completed the project to produce high value added derivatives i.e. Dextrose Anhydrate for both its corn processing units. Apart from these, the Company has also carried out modernization and improvements at all of its solvent extraction and refining projects. Inspired from the success of its maiden renewable energy forward integration projects of generating power from bio gas, the Company has also decided to put one more such forward integration project at both the corn processing units. The projects are expected to start functioning commercially by the end of first quarter. Apart from these, the lignite based power generation project has also been put in place and started functioning from April 201 2.

The Company also has substantial amount of capital WIP at the end of FY 2011-12. The major portion of it is for new state of art 750 TPD corn processing unit in the state of Karnataka. This project is also expected to function commercially by second quarter of current F.Y. The Board of Directors is proud to inform that the Company is ploughing back the retained earnings for the future growth.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's shares are listed. A separate report on Corporate Governance, along with a certificate from the Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors' Report.

Management Discussion and Analysis

The statement on management discussion and analysis with detailed highlights of performance of different divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As per General Circular no. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 19th May, 2012 has given consent for not attaching the balance sheet of Gujarat Ambuja International Pte. Ltd., the wholly owned subsidiary company. As per said circular, the Company has presented in this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming part of the Report. The consolidated financial statement is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend is also forming part of the Report.

DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LTD.

The Members are requested to note that pursuant to application filed by the Company with the Ahmedabad Stock Exchange Ltd. for voluntary delisting of its equity shares from the said Exchange, equity shares of the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011, on account of absence of trading facility on the floor of Ahmedabad Stock Exchange Ltd. Equity shares continue to trade on the floor of National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd.

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks. The CRISIL has continued with the highest rating for safety as per Basel-II norms.

Term Loans

During the year under review, the Company has not availed term loan from any Banks/Financial Institutions. The Company is regular in repayment of all term loans.

Insurance

All assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted nor renewed any deposit by invitation to the public at large.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rohit J. Patel, Mr. Chaitan M. Maniar and Mr. Prakash G. Ramrakhiani, the Directors of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

The Board of Directors of the Company at its meeting held on 6th February, 2012 has appointed Mr. Sudhin B. Choksey as Additional Director on the Board of Directors of the Company. Mr. Sudhin B. Choksey, who hold office upto the date of this Annual General Meeting and in respect of whom, the Company has received a valid notice in writing from a member of the Company proposing his candidature as Director of the Company is recommended for appointment.

The Remuneration & Selection Committee and the Board of Directors at their respective Meetings held on 21st July, 2012 have recommended and approved, subject to approval of the members at the General Meeting;

a) Revision in terms of remuneration of Mr. Vijay Kumar Gupta, the chairman & Managing Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 31st March, 2013.

b) Revision in terms of remuneration of Mr. Manish Gupta, the Managing Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 27th December, 2013.

c) Revision in terms of remuneration of Mr. Mohit Gupta, the Joint Managing Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 31st July, 2013.

d) Revision in terms of remuneration of Mr. Sandeep Agrawal, the Whole Time Director w.e.f. 1st October, 2012 for the remaining period of his tenure i.e. upto 31st July, 2014.

e) Re-appointment of Mr. Vijay Kumar Gupta as Managing Director for further period from 1st April, 2013 to 31st March, 2018. The above businesses are recommended for approval of the Members.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(1) that in preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed and there are no material departures from the same;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31st March, 2012 on a 'going concern' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding above particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure-C to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Details of employees drawing remuneration of not less than Rs. 60,00,000/- per annum, where employed for full year or Rs. 5,00,000/- per month, where employed for a part of the year pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and other statutory information as stated above is also attached herewith.

AUDITORS AND AUDITORS' REPORT

M/s. Kantilal Patel & Co., the Chartered Accountants, the present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a Certificate to the effect that their proposed re-appointment, if made at the ensuing Annual General Meeting, will be within the limits specified under Section 224(1)(B) of the Companies Act, 1956.

The Auditors' report is not qualified and is self-explanatory and does not require any further clarifications.

COST AUDITOR

As per Order No. 52/139/CAB/1998 dated 30/10/1998 of the Central Government, the Board of Directors of the Company had appointed M/s. N. D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) as Cost Auditor for the Cotspin Division of the Company for the financial year 2011-12 at its meeting held on 27th May, 2011. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 will be filed with the Central Government within 180 days from the close of financial year ended on 31.03.2012.

As per Order No. 52/26/CAB/2010 dated 02/05/2011 of the Central Government, the Board of Directors of the Company had appointed M/s. N. D. Birla & Co., the Cost Accountants, A-3, Nirant Society, Ellisbridge, Ahmedabad (Membership No. 7907) as Cost Auditor for the Bulk Drugs Product of the Company for the financial year 2011-12 at its meeting held on 11th August, 2011. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2011 will be filed with the Central Government within 180 days from the close of financial year ended on 31.03.2012.

The Members may further note that as per General Circular no. 15/2011 dated 11/04/2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 19th May, 2012 have re-appointed M/s. N. D. Birla & Co., as Cost Auditor for the Cotspin Division & Bulk Drugs Division of the Company for the financial year 2012-13.

Further, as per Order No. 52/26/CAB/2010 dated 24/01/2012 of the Central Government, the Board of Directors of the Company at its meeting held on 19th May, 2012 has appointed M/s. Rajendra Patel & Associates, the Cost Accountants, Sector -4, Suncity, Bopal, Ahmedabad (Membership No. 29021) as Cost Auditor for the Product Edible Oils of the Company for the financial year 2012-13.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your Directors wish to place on record the co-operation received from the Staff and workers at all levels and at all units.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES Listing

At present, Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2012-2013 to respective Stock Exchanges. Equity Shares of the Company stands delisted from Ahmedabad Stock Exchange Ltd. w.e.f. 8th June, 2011.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of Rs. 2/- each.

CORPORATE SOCIAL RESPONSIBILITY

The function of Corporate Social Responsibility has been actively pursued during the year. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, utilizing bio waste etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates. The Company has consistently demonstrated its commitment to have positive relations with communities around the Company's Plants.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders value. All the Company's operations are guided and aligned towards maximizing Shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors are pleased to record their appreciation & acknowledge the continuous support of Banks, Departments of Central Government & State Government, Office of the Industries Commissioner, Office of the Development Commissioner, GEDA, Other Government Departments, Members, Esteemed Customers and Suppliers and dedicated staff for their continuous co-operation and contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 21st July, 2012 Vijay Kumar Gupta

Chairman and Managing Director


Mar 31, 2011

The Members,

Gujarat Ambuja Exports Limited

The Directors have pleasure in presenting 20th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below: (Rs. in Crores)

STANDALONE

PARTICULARS 2010-11 2009-10

NET TURNOVER & OTHER INCOME 1953.78 1414.64

(INCLUDING EXPORTS- FOB VALUE) 547.24 412.92

PROFIT BEFORE INTEREST, DEPRECIATION AND TAXES 155.12 117.50

LESS:

INTEREST & FINANCE CHARGES 10.95 8.74

DEPRECIATION 29.23 27.91

PROVISION FOR TAXATION (INCL.DEFERED TAX) 25.38 30.09

ADD : PRIOR PERIOD ITEMS 4.54 9.26

NET PROFIT FOR THE YEAR 94.10 60.02

ADD: BALANCE OF PROFIT CARRIED FORWARD 239.70 190.70

TOTAL PROFIT AVAILABLE FOR APPROPRIATION 333.80 250.72

APPROPRIATED AS UNDER

INTERIM DIVIDEND 8.30 5.53

DIVIDEND DISTRIBUTION TAX ON INTERIM DIVIDEND 1.38 0.94

TRANSFER TO GENERAL RESERVE 10.00 4.55

TOTAL APPROPRIATION 19.68 11.02

BALANCE CARRIED TO BALANCE SHEET 314.12 239.70

SILVER JUBILEE YEAR OF GUJARAT AMBUJA GROUP SINCE ITS INCEPTION

The Gujarat Ambuja Group entered into 25 years of its successful operation during the year under review since its inception. During the journey of last 24 years, the Group has withstood, survived and carved path of growth for itself by surmounting challenges, changes and hurdles. In this journey of last 24 years, the Group strived to achieve par excellence in all spheres of business, operations, management and corporate governance.

DIVIDEND

The Board of Directors had declared interim dividend @ 30% p.a. i.e. Rs. 0.60 per Equity Share of Rs. 2/- each for F.Y. 2010-11 (20% p.a. based on performance of the Company and 10% p.a. on account of Silver Jubilee year of Group inception) at its meeting held on 1st February, 2011 and the same had been paid to eligible members and/or beneficial owners.

The total cash outflow for dividend during the year was Rs. 967.98 lacs (P.Y. Rs. 647.46 lacs) including dividend distribution tax of Rs. 137.87 lacs (P.Y. Rs. 94.05 lacs).

In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2010-11. The members are requested to approve the interim dividend for F.Y. 2010-11 as final dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 1000 lacs to the General Reserve out of the total amount available for appropriations and an amount of Rs.31412.23 lacs is proposed to be carried forward to Balance sheet.

BUSINESS OPERATIONS

A. Operational Performance

The Company recorded a turnover of Rs.1949 crores as compared to Rs.1408 crores during the previous financial year registering growth of more than 38 % compared to previous financial year. Export sales (F.O.B. Value) for the year 2010- 11 was Rs. 547.24 crores as compared to Rs. 412.92 crores for the year 2009-10. In respect of operating & cash profits, the Company has preformed on better scales as compared to previous financial year. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) ofRs. 155.12 crores for the year 2010-11 against that of Rs. 117.50 crores for the year 2009-10 i.e. an increase of 32%.

The Cash Profit, Profit after tax and EPS for the year remained Rs.144.17 crores, Rs.94.10 crores and Rs.6.80 per share respectively.

Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors' report.

B. Capital Projects for the year 2010-11

The Board of Directors is glad to inform that the Company successfully completed projects of generating power from Bio Gas for its Corn processing units at Himatnagar & Sitarganj. The Company has installed Bio Gas Engine at both the units for power generation. This initiative also takes care of carbon reduction and environmental friendly approach of the Company. The project is forward integration of the Bio Gas generation from the Corn processing effluent. With the success of these projects, the Company has put additional infrastructure for the bio gas generation at both the units. The generation of additional bio gas has already begun in F.Y. 2010-11 and the Company is also putting engine at each unit for forward integration of bio gas into power in the current F.Y. Such projects are capital incentive and their sustainability is based on CDM/ VCS revenue from such project. Other than above, the Company has made further investment at existing units of all segments for new plant and machinery, upgrading the technology and revamping the existing production facilities to increase the productivity and yield. During the year under report, new fixed assets totaling Rs. 29.62 Crores were bought. Above all, the Company is now expanding its geographical presence in India by setting up a new 750 TPD Corn Processing Unit at Haveri District in the state of Karnataka. The total outlay is about Rs.125 Crores and the project is expected to commence commercial production by end of December, 2011. The project is in the close proximity to Corn growing areas of Andhra Pradesh and Karnataka. It is also in the close proximity to South East and South West ports of India and this would help the Company to cater the global market of the respective regions.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges, where the Company's shares are listed. A separate report on Corporate Governance, along with a certificate from the Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors' Report. Management Discussion and Analysis

The statement on management discussion and analysis with detailed highlights of performance of different divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As per General Circular no. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 27th May, 2011 has given consent for not attaching the balance sheet of Gujarat Ambuja International Pte. Ltd., the wholly owned subsidiary company. As per said circular, the Company has presented in this annual report, the consolidated financial statements of holding company and the subsidiary company duly audited by its statutory auditors, which is forming part of the Report. The consolidated financial statement is prepared in compliance with applicable Accounting Standards and the Listing Agreement entered into with the Stock Exchanges. A Statement of Financial Information on Subsidiary detailing (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend is also forming part of the Report.

DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LTD.

The Company is filing an application for delisting of its equity shares from Ahmedabad Stock Exchange Ltd. pursuant to resolution passed by the Board of Directors of the Company at its meeting held on 27th May, 2011. Equity shares of the Company are currently not being traded at the floor of Ahmedabad Stock Exchange Ltd. However, the equity shares will continue to trade on the floor of National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd., which have nationwide trading terminals and investors can conveniently trade equity shares of the Company at the said stock exchanges.

FINANCE AND INSURANCE

Working Capital

The Company has adequate working capital facilities from the consortium of Banks. The CRISIL has continued with the highest rating for safety as per Basel-II norms.

Term Loans

During the year under review, the Company has not availed term loan from any Banks/Financial Institutions. The Company is regular in repayment of all term loans.

Insurance

All assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted nor renewed any deposit by invitation to the public at large.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. Pursuant to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ashok C. Gandhi, Mrs. Sulochana V. Gupta and Mr. Sandeep N. Agrawal, the Directors of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(1) that in preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed and there are no material departures from the same;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) that the Directors have prepared the annual accounts of the Company for the financial year ended 31st March, 2011 on a ‘going concern' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding above particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure-C to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Details of employees drawing remuneration of not less than Rs.60,00,000/- per annum, where employed for full year or Rs.5,00,000/- per month, where employed for a part of the year pursuant to provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow Statement and Balance-sheet Abstract & Company's General Business Profile apart from other statutory information as stated above is also attached herewith.

AUDITORS AND AUDITORS' REPORT

M/s. Kantilal Patel & Co., the Chartered Accountants, the present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have furnished a Certificate to the effect that their proposed re-appointment, if made at the ensuing Annual General Meeting, will be within the limits specified under Section 224(1)(B) of the Companies Act,1956. The Auditors' report is not qualified and is self-explanatory and does not require any further clarifications.

COST AUDITOR

As per Order No. 52/139/CAB/1998 dated 30/10/1998 of the Central Government, the Board of Directors of the Company had appointed M/s. Mahavir Jain & Associates, the Cost Accountants, 120, Heera Panna Market, Gandhinagar, Bhilwara, Rajasthan (Membership No. 23060) as Cost Auditor for the Cotspin Division of the Company for the financial year 2010-11 at its meeting held on 26th April, 2010. The Company received approval of appointment from the Central Government vide its letter dated 26th May, 2010. Cost Audit Report in terms of provisions of Section 233B(4) of the Companies Act, 1956 read with the Cost Audit (Report) Rules, 2001 will be filed with the Central Government within 180 days from the close of financial year ending on 31.03.2011. The Members may further note that as per General Circular no. 15/2011 dated 11/04/2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at its meeting held on 27th May, 2011 has appointed M/s. N. D. Birla & Co., as Cost Auditor for the Cotspin Division of the Company for the financial year 2011-12.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your Directors wish to place on record the co-operation received from the Staff and workers at all levels and at all units.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT ENTERED WITH STOCK EXCHANGES Listing

At present, Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees for the financial year 2011-2012 to respective Stock Exchanges. The Company is seeking delisting of its Equity Shares from Ahmedabad Stock Exchange pursuant to decision of the Board of Directors of the Company.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of Rs.2/- each. CORPORATE SOCIAL RESPONSIBILITY

The function of Corporate Social Responsibility has been actively pursued during the year. During the year, the Company has undertaken directly and indirectly various initiatives contributing to the environment including reduced waste generation, improved waste management, implementing environmental plan through power generation, utilizing bio waste etc. The Company also developed comprehensive plan for carrying out activities focusing on education, health programmes and skill development and supporting various community development projects in locations, where the Company operates. The Company has consistently demonstrated its commitment to have positive relations with communities around the Company's plants. As a part of celebrations of Silver Jubilee Year of Gujarat Ambuja Group inception, the Company organized various events like Blood donation Camps, Tree Plantation, etc. as the steps towards Corporate Social responsibility.

ENHANCING SHAREHOLDERS VALUE

The Company accords top priority for creating and enhancing Shareholders value. All the Company's operations are guided and aligned towards maximizing Shareholders value.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors are pleased to record their appreciation & acknowledge the continuous support of Banks, Departments of Central Government & State Government, Office of the Industries Commissioner, Office of the Development Commissioner, GEDA, Other Government Departments, Members, Esteemed Customers and Suppliers and dedicated staff for their continuous co- operation and contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date : May 27, 2011 Vijay Kumar Gupta

Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting 19th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

The summary of the financial results is given below: (Rs. in Crores)

PARTICULARS 2009-10 2008-09

NET TURNOVER & OTHER INCOME 1414.69 1606.05

(INCLUDING EXPORTS- FOB VALUE) 412.92 618.60

PROFIT BEFORE INTEREST, DEPRECIATION AND TAXES 117.50 92.06

LESS:

INTEREST & FINANCE CHARGES 8.74 11.00

DEPRECIATION 27.91 36.36

PROVISION FOR TAXATION (INCL.DEFERED TAX) 30.00 21.22

ADD : PRIOR PERIOD ITEMS 9.17 0.10

NET PROFIT FOR THE YEAR 60.02 23.58

ADD: BALANCE OF PROFIT CARRIED FORWARD 190.70 175.39

TOTAL PROFIT AVAILABLE FOR APPROPRIATION 250.72 198.97

APPROPRIATED AS UNDER

INTERIM DIVIDEND 5.53 5.53

DIVIDEND DISTRIBUTION TAX ON INTERIM DIVIDEND 0.94 0.94

TRANSFER TO GENERAL RESERVE 4.55 1.80

TOTAL APPROPRIATION 11.02 8.27

BALANCE CARRIED TO BALANCE SHEET 239.70 190.70

DIVIDEND

The Board of Directors had declared interim dividend @ 20% p.a. for F.Y. 2009-10 at its meeting held on 29th January, 2010 and the same had been paid to eligible members and/or beneficial owners.

The total cash outflow for dividend during the year was Rs. 647.46 lacs (P.Y. 647.46 lacs) including dividend distribution tax of Rs. 94.05 lacs (P.Y. 94.05 lacs). In view of conserving resources for future expansion plans of the Company, your Directors do not recommend any further dividend for the financial year 2009-10. The members are requested to approve the interim dividend for F.Y. 2009-10 as final dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 455.00 lacs to the General Reserve out of the total amount available for appropriations and an amount of Rs. 23970.38 lacs is proposed to be carried forward to Balance sheet.

BUSINESS OPERATIONS

A. Operational Performance

The last financial year was more towards “Stability” for most of the Economies, particularly India. After breath taking fear of recession and slow down during later part of financial year 2008-09, the year 2009-10 witnessed stability for most of the business segments. Your Company is not an exception to it. During the last financial year, the performance of your Company in terms of volume has remained muted.

The Company recorded a turnover of Rs. 1408.56 crore as compared to Rs. 1601.62 crores during the previous financial year. Export sales (F.O.B. Value) for the year 2009-10 was 412.82 crores as compared to 618.60 crores for the year 2008-09. However, in terms of earnings, the Company has preformed on better scales as compared to previous financial year. The Company achieved Earning before Interest, Depreciation and Tax (EBIDTA) of Rs. 117.50 crores for the year 2009-10 against that of Rs. 92.06 crores for the year 2008-09.

The Cash Profit, Profit after tax and EPS for the year remained Rs. 108.76 crores, Rs. 60.02 crores and Rs. 4.34 per share respectively.

Highlights of performance are discussed in detail in the Management Discussion and Analysis report attached as Annexure to Directors report.

B. Capital Projects for the year 2009-10

The Board of Directors is glad to inform that the Company successfully completed and commenced operation at new solvent extraction and refinery at Mandsour in the State of Madhya Pradesh during last month of the financial year. As a part of Company’s continuous efforts to contribute to green environment, the Company has made investment in one more windmill which was made operational during September 2009. Other than above, the Company has made further investment at Existing units of all segments for new plant and machinery, upgrading the technology and revamping the existing production facilities to increase the productivity and yield. During the year under report new fixed assets totaling Rs. 72.68 Crores are bought.

CORPORATE MATTERS

Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements of the Listing Agreement with the Stock Exchanges where the Company’s shares are listed. A separate report on Corporate Governance, along with a certificate from the Auditors confirming the compliance is annexed as Annexure-A and forms part of the Directors’ Report.

Management Discussion and Analysis

The statement on management discussion and analysis with detailed highlights of performance of different divisions of the Company is annexed as Annexure-B to this report.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

The statement under Section 212 of the Companies Act, 1956 in relation to the subsidiary Company, M/s. Gujarat Ambuja International Pte. Ltd, Singapore is enclosed herewith. The accounts of the Subsidiary company as redrafted in accordance with the provisions of the Companies Act, 1956 in Indian context are also enclosed. Further the Company has also prepared the consolidated statement of accounts as required by the Accounting Standard 21 and the said statements as audited are also being published for the benefit of the shareholders.

FINANCE AND INSURANCE Working Capital

The Company has adequate working capital facilities from the consortium of banks. The CRISIL has continued with the highest rating for safety as per Basel-II norms.

Term Loans

During the last financial year the company has got sanction for a fresh term loan under TUF Scheme amounting to Rs. 7.50 crores for upgradation of its Cotton Yarn Division. The Company is regular in repayment of all term loans.

Insurance

All the assets and insurable interests of the Company, including building, plant and machineries, stocks, stores and spares have been adequately insured against various risks and perils.

PUBLIC DEPOSITS

During the period under report, the Company has not accepted nor renewed any deposit by invitation to the public at large.

DIRECTORS

The Company is well supported by the knowledge and experience of its Directors and Executives. During the year, Mr. Sandeep Agrawal, Director of the Company is appointed as Whole Time Director w.e.f. 1st August, 2009.

Pursuant to the provisions of the Companies Act and Articles of Association of the Company, Mr. C. M. Maniar, Mr. J. S. Varshneya and Mr. P. G. Ramrakhiani, the Directors of the Company are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(1) that in respect of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for the year under review;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a ‘going concern’ basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding above particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached as Annexure-C to this report and forms part of this report.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY NFORMATION

The details of employee drawing Remuneration more than Rs. 24,00,000/- per annum, where employed for full year or Rs. 2,00,000/- per month, where employed for a part of the year pursuant to requirement of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached as Annexure-D to this report and forms part of this report.

The Cash flow and Business Profile apart from other statutory information as above is attached.

AUDITORS AND AUDITORS REPORT

M/s. Kantilal Patel & Company, Chartered Accountants, the present Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. They have furnished a Certificate to the effect that their proposed re-appointment, if made at the ensuing Annual General Meeting, will be within the limits specified U/s. 224(1)(B) of the Companies Act, 1956.

The Auditors report is not qualified and is self-explanatory and does not require any further clarifications.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Industrial Relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your Directors wish to place on record the co-operation received from the staff and workers at all levels and at all units.

OTHER DISCLOSURE OF INFORMATION AS PER LISTING AGREEMENT WITH STOCK EXCHANGES

Listing

At present, Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid annual Listing fees due for the year 2010-2011 to respective Stock Exchanges.

Dematerialisation

The Equity Shares of the Company are under compulsory demat from 24th July, 2000. The Company has already entered into agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) and ISIN No. INE036B01022 has been allotted to the Company for sub-divided Equity Shares of Rs. 2/- each.

CORPORATE SOCIAL RESPONSIBILITY

The function of Corporate Social Responsibility has been actively pursued during the year. The Company has initiated various community welfare activities in areas of health, safety, environment, community development and support programs at and around its manufacturing locations.

ENHANCING SHAREHOLDER VALUE

The Company accords top priority for creating and enhancing share holder value. All the company’s operations are guided and aligned towards maximizing share holder’s value. New project for capacity expansion and cost reduction measures are taken up to enhance the growth in sales and profitability.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors are pleased to record their appreciation & acknowledge the continuous support of the Banks, Departments of Central Government & State Government, Office of the Industries Commissioner, Office of the Development Commissioner, GEDA, Other Government Departments, Esteemed Customers and Suppliers and dedicated staff for their continuous co-operation and contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place: Ahmedabad Vijay Kumar Gupta

Date : July 28, 2010 Chairman & Managing Director

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