Directors Report of Vinati Organics Ltd.

Mar 31, 2025

Your directors have immense pleasure in presenting the Thirty-Sixth (36th) Integrated Annual Report on the business and
operations of your Company, together with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2025.

1) FINANCIAL RESULTS:

The summarised financial performance for the year ended March 31, 2025, on a Standalone and Consolidated basis is given
below:

Particulars	Consolidated		Standalone
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Net Sales/Income from Operations	2248.17	1899.96	2,248.10	1,899.98
Other Income	44.31	38.80	44.29	38.80
Total Income	2,292.48	1,938.76	2,292.39	1,938.78
Prolil before Finance cost, Depreciation &Taxes	625.23	508.52	629.5	508.89
Finance cost	0.52	3.63	0.52	3.63
Profit before Depreciation & Taxes	624.71	504.89	628.98	505.26
Depreciation & Amortisation Expense	88.53	72.92	80.75	72.79
Profit before Taxation	536.18	431.97	548.23	432.47
Provision for Taxation - Current	112.47	85.52	112.47	85.52
Deferred Tax	18.46	23.47	20.53	23.57
Earlier year adjustments	-	-	-	-
Profit for the year	405.25	322.98	415.23	323.38
Remeasurements of defined benefit plans	-	-	-	-
The items that will not be reclassified to profit or loss	(0.44)	(0.71)	(0.44)	(0.71)
Income tax relating to items that will not be reclassified to profit or loss	0.11	0.18	0.11	0.18
Total Comprehensive Income	404.92	322.45	414.90	322.85

2) FINANCIAL PERFORMANCE (STANDALONE AND
CONSOLIDATED):

Operating Results and Profits

Consolidated revenue of the Company from operations
was '' 2,292.48 crore in FY 2024-25, which was 18.24%
higher than the consolidated revenue of '' 1,938.76 crore
in FY 2023-24. The underlying EBITDA margin was 22.96%
higher in FY 2024-25 as compared to the previous year.
The profit before tax from continuing operations was
'' 536.18 crore in FY 2024-25 as against '' 431.97 crore
in FY 2023-24. Profit for the year stood at '' 405.25
crore in FY 2024-25 as compared to '' 322.98 crore in
FY 2023-24 and total comprehensive income for
FY 2024-25 was '' 404.92 crore in FY 2024-25 as
compared to '' 322.45 crore in FY 2023-24.

Standalone revenue from operations was '' 2,292.39
crore in FY 2024-25 which was 18.24% higher than
'' 1,938.78 crore in FY 2023-24. The profit before
tax from continuing operations was '' 548.23 crore in
FY 2024-25 as against '' 432.47 crore in FY 2023-24.
Profit for the year stood at '' 415.23 crore in FY 2024-25
as compared to '' 323.38 crore in FY 2023-24.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2025,
stood at '' 10.37 crore. During the FY 2024-25, there
were no changes in the Company’s share capital. No
new shares were issued, nor were any Stock Options or
Sweat Equity Shares granted during the year.

4) CREDIT RATING:

The CARE Rating Ltd. (CARE) has reaffirmed the ratings
to the bank facilities of the Company as given below:

Facilities/ Instruments	Rating	Rating Action
Long-term/	CARE AA ;	Reaffirmed
Short-term bank	Stable/CARE A1
facilities

5) TRANSFER TO RESERVE:

The Board of Directors (''the Board'') has decided to
retain the entire amount of profit for the FY 2024-25 in
the statement of profit and loss.

6) STATE OF AFFAIRS:

The Company is engaged in the business of
manufacturing Speciality Organic Intermediaries and
Monomers.

There has been no change in the business of the
Company during the financial year ending March 31,
2025.

7) DIVIDEND:

The Board of Directors of Vinati Organics Limited (“the
Company”) has recommended a dividend of '' 7.50/-
(Seven Rupees and Fifty Paise Only) per equity share,

i.e. 750% on the equity shares of the face value of
'' 1/- (Rupees One) each. The final dividend on equity
shares, if approved by the Members, would involve a
cash outflow of '' 77.75 crore.

The dividend on Ordinary Equity Shares is subject to
the approval of the Shareholders at the Annual General
Meeting (‘AGM’) scheduled to be held on Friday,
September 26, 2025 and if declared, will be paid,
subject to deduction of tax at source (‘TDS’), within 30
days from the date of declaration at the AGM.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members w.e.f. April 1, 2020,
and the Company is required to deduct tax at source
(TDS) from dividends paid to the Members at prescribed
rates as per the Income-Tax Act, 1961.

For FY 2023-24, the Company declared a dividend of
'' 7.00/- per equity share of the face value of '' 1/- each.
The total cash outflow for FY 2023-24 amounted to
'' 72.57 crore.

Record Date

The Company has fixed Friday, September 19, 2025
as the “Record Date” for the purpose of determining
the entitlement of Members to receive dividend for
FY 2024-25.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as
amended (“SEBI Listing Regulations”), the Company
has formulated a Dividend Distribution Policy which
details various considerations based on which the
Board may recommend or declare dividend. The Policy
is available on the website of the Company at https://
vinatiorganics.com/wp-content/uploads/2 021/05/
Dividend-Distribution-Policy-12th-May-2018.pdf and is
disclosed in this report as ‘Annexure A’.

8) SCHEME OF AMALGAMATION:

During the FY 2024-25, the Company has not proposed
or approved any new Scheme of Amalgamation.
Additionally, there are no ongoing Company Schemes
under consideration or implementation. The Company
remains committed to maintaining stability in its corporate
structure while evaluating strategic opportunities in line
with its long-term business objectives.

9) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANY:

During the FY 2024-25, the Company incorporated
a new Wholly Owned Subsidiary named “Vinati
Organics USA INC” in the State of Delaware, United
States of America, in February 2025. This entity has
been established to operate in the field of Specialty
Chemicals, with a primary objective to engage in the
processing, distribution, and sale of chemical solutions
and related products. Its scope of activities includes
procurement of raw materials, conversion into finished
goods, and further sales. Additionally, this new WOS
is authorised to manufacture and sell products of
Vinati Organics Limited and explore strategic business
opportunities in the U.S. market.

Veeral Organics Pvt. Ltd. (“VOPL”) continues to be a
Wholly Owned Subsidiary (WOS) of the Company. In
accordance with the provisions of Section 129(3) of
the Companies Act, 2013 (“the Act”) read with Rule 5

of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements
of the Company’s subsidiary(ies), in Form AOC-1, is
attached to the standalone financial statements and has
not been repeated in this report to avoid duplication.

There has been no change in the class and nature of the
business of the Company and its Subsidiary Companies.

Apart from the above, the Company does not have any
other Subsidiary, Associate, or Joint Venture Company
as of the date of this report.

The audited standalone and consolidated financial
statements of the Company, along with all other
requisite documents, are available on the Company’s
website and can be accessed at: https://vinatiorganics.
com/financial-information/.

Further, the financial statements of the subsidiaries,
as required under applicable regulations, are also
available and accessible at: https://vinatiorganics.com/
other-information/.

The Company has formulated a Policy for determining
Material Subsidiary. The Policy is available on the
Company’s website and can be accessed at https://
vinatiorganics.com/wp-content/uploads/2022/06/
material-subsidiaries-policy.pdf

10) INSURANCE:

The properties and insurable interests of your company,
like Building, Plant and Machinery, Inventories, etc., are
properly insured.

Directors & Officer’s Liability (D & O) policy covers the
Directors and Officers of the Company against the risk
of third-party claims arising out of their actions/decisions
in the normal course of discharge of their duties, which
may result in financial loss to any third party.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company maintains an optimal balance of Executive
Directors and Non-Executive Independent Directors,
ensuring a diverse mix of professionalism, expertise, and
experience which ensures that the Board independently
perform its governance and management functions. The
Company professes the importance of diversity at the
Board and other levels within the organisation.

As of March 31, 2025, the Board comprises 8 (eight)
Directors, with an equal representation of 4 (four)
Executive Directors and 4 (four) Independent Directors.
This includes four Women Directors—two serving as an

Executive Director and the others as an Independent
Director.

Changes in Directorship during FY 2024-25:

a. Appointment of Dr. Prashant Barve

Pursuant to the special resolutions passed
by the shareholders through Postal Ballot on
May 5, 2025, Dr. Prashant Barve (DIN: 10455836)
was appointed as an Independent Director of the
Company for a term of five consecutive years,
effective from April 1, 2024, to March 31, 2029.

b. Cessation of Mr. Adesh Kumar Gupta

Mr. Adesh Kumar Gupta (DIN: 00020403)
completed his tenure as an Independent Director
and consequently ceased to be a director and a
member of the Board Committees, effective from
close of business hours on May 10, 2024. The
Board and Management acknowledge valuable
contributions made by Mr. Gupta during his
association with the Company.

c. Reappointment of Prof. M. Lakshmi Kantam

The shareholders through special resolutions
passed by Postal Ballot on May 5, 2024, approved
the reappointment of Prof. M. Lakshmi Kantam
(DIN: 07831607) as an Independent Director
for a second term of five years, effective from
May 11, 2024, to May 10, 2029.

d. Reappointment of Mr. J. C. Laddha

At the 35^th Annual General Meeting held on
September 10, 2024, the shareholders approved the
reappointment of Mr. J. C. Laddha (DIN: 00118527)
as a Non-Executive Independent Director for a
second term of five consecutive years, effective
from June 13, 2025 to June 12, 2030.

e. Resignation of Mr. Jayesh Ashar

Mr. Jayesh Ashar (DIN: 00041532), Whole
Time Director of the Company, tendered his
resignation from the Board, effective from
December 2, 2024. The Board and Management
sincerely acknowledge and appreciate the
contributions made by Mr. Ashar during his tenure
with the Company.

f. Appointment of Mr. Amit Thanawala

The Board at its meeting held on May 17,
2024, appointed Mr. Amit Thanawala as
the Chief Operating Officer (COO) of the

Company. Subsequently, in its meeting held on
December 13, 2024, the Board proposed his
appointment as a Whole Time Director. Further,
pursuant to special resolutions passed through
Postal Ballot on February 25, 2025, Mr. Amit
Thanawala (DIN: 10864545) was appointed as a
Whole Time Director of the Company for a term of
five years, effective from December 13, 2024, to
December 12, 2029.

Declarations by Independent Directors:

All Independent Directors of the Company have
submitted declarations under Section 149(7) of the
the Act and the applicable Rules made thereunder,
as well as Regulation 16(1)(b) of the SEBI Listing
Regulations, confirming that they meet the criteria of
independence and that there are no circumstances
affecting their status as Independent Directors. None
of the Independent Directors is disqualified under any
applicable law from continuing in such capacity. Further,
during the year under review, the Independent Directors
did not have any material pecuniary relationship or
transactions with the Company, other than receipt of
sitting fees and reimbursement of expenses incurred
for attending meetings of the Board and its Committees.
In compliance with Regulation 25(8) of the SEBI Listing
Regulations, they have also confirmed that they are
not aware of any existing or reasonably anticipated
circumstances that could impair their ability to discharge
their duties independently and objectively. The Board of
Directors has duly reviewed and taken on record these
declarations and confirmations after undertaking due
assessment of the veracity of the same.

The Board is of the opinion that all Directors, including
the Independent Directors of the Company, possess
requisite qualifications, integrity, expertise and
experience in the fields of science and technology,
digitalisation, strategy, finance, governance, human
resources, safety, sustainability, etc.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in the
Independent Directors Databank maintained with the
Indian Institute of Corporate Affairs (‘IICA’) in terms of
Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.

Retirement by rotation and subsequent re¬
appointment:

Pursuant to provisions of Section 152(6) of the Act and
applicable clauses of the Articles of Association of the
Company, Mr. Vinod Saraf (DIN: 00076708), Director of
the Company, retires by rotation at this Annual General
M eeting and, being elig ible, has offered h imself for
reappointment. The Board, at its meeting held on
M ay 1 5, 2 02 5, has recommend ed h is reappoin tment
to the shareholders of the Company. Information/
details as required under Regulation 36(3) of the
Listing Regulations, particulars of the Director seeking
reappointment at this AGM are given in the Annexure to
the AGM Notice.

Certificate of Non-Disqualification of Directors:

The Company has obtained a Certificate from Mr.
Vijay Kumar Mishra, Managing Partner of M/s. VKM &
Associates, Practising Company Secretaries, pursuant
to Regulation 34(3) read with Schedule V para C clause
10 (i) of the SEBI Listing Regulations, confirming that
none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or
continuing as Directors of Companies by the Board/
Ministry of Corporate Affairs or any such Statutory
Authority.

Key Managerial Personnel (“KMP”):

As on March 31, 2025, the following were the KMP of
the Company pursuant to sections 2(51) and 203 of
the the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-
enactment(s) for the time being in force):

i. Mr. Vinod Saraf - Executive Chairman;

ii. Ms. Vinati Saraf Mutreja - Managing Director and
Chief Executive Officer;

iii. Ms. Viral Saraf Mittal - Whole Time Director;

iv. Mr. Amit Thanawala - Whole Time Director;

v. Mr. N. K. Goyal - Chief Financial Officer; and

vi. Mr. Milind Wagh - Company Secretary.

During the year under review, Mr. Jayesh Ashar resigned
from the Board of Directors with effect from the close of
business hours on December 2, 2024. Subsequently

Mr. Amit Thanawala was appointed to the Board of
Directors with effect from December 13, 2024. Apart
from these, there were no other changes in the Key
Managerial Personnel of the Company during the year.

12) POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The Company’s policy on Director’s appointment and
remuneration and other matters provided in Section
178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms part of this report. The
Remuneration policy has been posted on the website of
the Company at https://vinatiorganics.com/wp-content/
uploads/2021/05/REMUNERATION-PQLICY.pdf.

13) DEPOSITS:

For the FY 2024-25, the Company did not invite or
accept any Deposits within the meaning of Sections
73 and 76 of the Act and the relevant Rules made
thereunder; as such, no amount of principal or interest
was outstanding as of the date of the balance sheet
from the public.

14) CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO:

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo as required to be disclosed pursuant to
the provisions of Section 134 of the Act read with the
Companies (Accounts) Rules, 2014, are provided in
Annexure A-1 forming part of this Report.

Further, the total foreign exchange earnings and outgo
during the year ended March 31, 2025, are provided
below:

Foreign Exchange Earnings - '' 1,376.35 crore.

Foreign Exchange Outgo - '' 235.99 crore.

15) HUMAN RESOURCES:

The Company has established strong HR systems to
improve transparency in performance evaluations and
daily operations. Comprehensive operational and other
information is consistently shared with the management
team to increase their involvement and support the
growth of our human resources. Additionally, the
Company strictly follows a Code of Business Ethics for
all employees.

The Human Resources department plays a crucial
and continuous role in our talent management efforts,
ensuring to attract, develop, and retain top talent.

As of March 31, 2025, the Company’s permanent
employee strength stood at 1283.

16) QUALITY INITIATIVES:

The Company continues to demonstrate a sustained
commitment to excellence, placing quality, compliance,
and customer satisfaction at the core of its operations.
During the year under review, several strategic quality-
driven initiatives were implemented, reinforcing the
Company’s position as a reliable and quality-focused
organisation in the specialty chemicals industry.

Our adherence to the highest standards of quality
management systems ensured consistent product
performance and compliance with international
benchmarks. The Company has institutionalised best-in¬
class service management protocols, which contributed
significantly to improving operational efficiency,
enhancing customer satisfaction, and reducing
turnaround times.

Regular internal audits, supplier quality assessments,
and customer feedback mechanisms were conducted to
monitor and continuously improve product and process
quality. The Company also invested in employee training
and upskilling initiatives to build a quality-conscious
culture across all levels.

These collective efforts led to the achievement of key
quality milestones during the year, strengthened customer
confidence, and laid the foundation for sustained long¬
term growth through operational excellence.

17) LISTING:

The Company’s equity shares are listed at BSE Limited
and National Stock Exchange of India Limited. We
confirm that the Listing fee for the FY 2025-26 has been
paid. The stock code of the Company at BSE Limited is
524200 and the Symbol at the National Stock Exchange
of India Limited is VINATIORGA.

18) SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by
the Regulators, Courts, or Tribunals impacting the going
concern status and the Company’s operations in the
future.

19) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

i. in the preparation of the Annual Accounts, the
applicable accounting standards have been
followed;

ii. t hey 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 of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a
going concern basis;

v. t hey have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively;

vi. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, work performed by the internal, statutory
and secretarial auditors and external consultants and
the reviews performed by management and the relevant
Board committees, including the audit committee, the
Board is of the opinion that the Company’s internal
financial controls were adequate and effective during
the FY 2024-25.

20) MATERIAL CHANGES AFTER THE BALANCE SHEET
DATE (MARCH 31, 2025):

There have been no material changes or commitments
affecting the financial position of the Company between
the close of the FY 2024-25 and the date of this Report.
Accordingly, no additional disclosures are required in
this regard.

However, it is pertinent to note that Veeral Organics
Pvt. Ltd., a wholly owned subsidiary of the Company,
has been classified as a “Material Subsidiary” in
accordance with Regulation 16(1)(c) of the SEBI Listing
Regulations, after the end of the financial year, based
on the consolidated audited financial statements of the
Company for the financial year ended March 31, 2025.

21) CORPORATE GOVERNANCE AND MANAGEMENT’S
DISCUSSION AND ANALYSIS REPORTS:

At Vinati Organics Limited, we remain steadfast in our
commitment to upholding the highest standards of corporate
governance. Our practices are continually evolving to align
with regulatory requirements and industry best practices,
with a focus on enhancing long-term shareholder value and
protecting the interests of all stakeholders. We consider
it our responsibility to ensure transparent, timely, and
accurate disclosures relating to the Company’s operations,
performance, leadership, and governance.

In Line with this commitment, the Corporate Governance
Report, together with the Auditors’ Certificate confirming
compliance with the conditions of corporate governance
as prescribed under the SEBI Listing Regulations, and
the Management Discussion and AnaLysis Report, form
an integraL part of this AnnuaL Report and are set out
in the separate annexure to this report. (See Annexure
‘B’, ‘C’ & ‘D’).

22) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company’s Corporate SociaL Responsibility (‘CSR’)
initiatives aim to enhance community Life by creating
Long-term vaLue for aLL stakehoLders. The Company’s
CSR poLicy outLines the guideLines for conducting these
activities, with its key features detaiLed in the AnnuaL
Report on CSR activities attached to the Board’s Report.
The Company has worked with various foundations
and NGOs for the accompLishment of its CSR activities.
The CSR poLicy is avaiLabLe on the website of the
Company at https://vinatiorganics.com/wp-content/
upLoads/2021/05/CSR-PoLicy.pdf.

The Corporate SociaL ResponsibiLity (CSR) Committee
comprises of four Directors of the Company. ALL the
members of the Corporate SociaL ResponsibiLity
Committee i.e. Prof. M. Lakshmi Kantam - Chairperson
of the Committee, Mr. Vinod Saraf - Chairman of the
Company, Ms. Vinati Saraf Mutreja - Managing Director
& CEO, & Ms. ViraL Saraf MittaL - Director CSR, have
good knowLedge and exposure to utiLise the Company’s
resources towards its CSR activities.

For the FY 2024-25, the Company was required to spend
'' 8.93/- crore (around 2% of the average net profits of
the preceding three financiaL years) on CSR activities.
During the year, the Company spent '' 8.28/- crore
on various CSR projects and transferred '' 0.65/-
crore reLated to ongoing CSR projects to the Unspent
CSR account pursuant to the provisions of the Act.
The AnnuaL Report on CSR Activities is encLosed as
‘Annexure E’ to this Report.

23) ESOP/ ESOS:

During the year under review, the Company had not
issued any shares under the “VOL EmpLoyee Stock
Option PLan 2019” (“ESOP 2019”/ “PLan”) Scheme of the
Company. The ESOP 2019 Scheme is in compLiance with
the SEBI (Share Based EmpLoyee Benefits) ReguLations,
2014 (‘the SBEB ReguLations’).

Pursuant to the approvaL by the sharehoLders, the
Company can grant up to 200000 options to the eLigibLe
empLoyees of the Company under the ESOP 2019.

24) POLICY ON PREVENTION OF SEXUAL HARASSMENT
AT THE WORKPLACE:

The Company has implemented a Policy on the
prevention of Sexual Harassment at the Workplace,
aligning with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, and its associated Rules. The Policy
ensures a safe and respectful work environment for all
employees and outlines mechanisms for prevention,
complaint redressal, and awareness.

In accordance with the aforesaid Act, an Internal
Complaints Committee has been formed, comprising
Ms. Vinati Saraf Mutreja, Managing Director & CEO,
Ms. Viral Saraf Mittal, Director CSR, and Advocate
Ms. Satyapriya M. Rao as a Member, to address
complaints related to Sexual Harassment.

Efforts have been made to raise awareness among all
employees regarding the Company’s stance against
sexual harassment in the workplace.

No complaints were reported during the review period,
reflecting the Company’s commitment to providing a
safe and supportive work environment for all employees
and associates.

The Sexual Harassment policy is posted on the website
of the Company at https://vinatiorganics.com/wp-
content/uploads/2021/05/POLICY-AGAINST-SEXUAL-
HARASSMENT.pdf

25) ANNUAL RETURN:

As per provisions of Section 92(3) and 134(3)(a) of the
Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 as amended from time
to time, the copy of the Annual Return in the Form MGT-
7 is placed on the website of the Company at https://
vinatiorganics.com/wp-content/uploads/2022/06/
Annual-Return-Vinati-Organics-Ltd.pdf.

26) RISK MANAGEMENT:

The Board of Directors of the Company has formed a
Risk Management Committee to frame, implement and
monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of
financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The Risk
Management Policy has been posted on the website of
the Company at https://vinatiorganics.com/wp-content/
uploads/2021/05/RISK-MANAGEMENT-POLICY.pdf.

27) PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act read
with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are set out in Notes
to the financial statements of the Company.

28) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other
details as required under Section 197 (12) of the Act,
read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(‘Rules’) are given below:

a. Ratio of the remuneration of each director to the median remuneration of employees of the Company for the
FY 2024-25 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the FY 2024-25 are as under:

Sr. No.	Name of Director/KMP and Designation	Remuneration of Director/ KMP for FY 2024-25 ('' in crores)	% increase in remuneration in the FY 2024-25	#Ratio of Remuneration of Director to Median Remuneration of employees in FY 2024-25
Executive Directors
1.	Mr. Vinod Saraf	2.81	19.19	50.83
2.	Ms. Vinati Saraf Mutreja	9.11	287.40	164.67
3.	Ms. Viral Saraf Mittal	1.20	30.74	21.69
4.	Mr. Jayesh Ashar	0.96	Not Comparable*	Not Applicable
5.	Mr. Amit Thanawala	0.49	Not Comparable**	Not Applicable
Non-Executive Independent Directors
6.	Mr. J. C. Laddha	0.05	15.79	0.99
7.	Ms. Mona Bhide	0.06	14.29	1.08
8.	Prof. M. Lakshmi Kantam	0.05	69.23	0.99
9.	Dr. Prashant Barve	0.04	Not Comparable***	0.72
Key Managerial Personnel
10.	Mr. N. K. Goyal	1.19	9.72	Not Applicable
11.	Mr. Milind Wagh	0.47	12.14	Not Applicable

#The percentage increase in the median remuneration of employee has been calculated after excluding remuneration
of Executive Directors.

*Mr. Jayesh Ashar resigned from the Board of Directors w.e.f. December 2, 2024.

**Mr. Amit Thanawala was appointed to the Board of Directors w.e.f. December 13, 2024.

***Dr. Prashant Barve was appointed to the Board of Directors w.e.f. April 1, 2024.

Note: Non-Executive Directors received no remuneration except sitting fee for attending Board/ Committee meetings.

b. The percentage increase/ decrease in the median
remuneration of employees in the financial year:
3.57 %.

c. Average percentile increases already made
in the salaries of employees other than the
managerial personnel in the last financial year,
and their comparison with the percentile increase
in the managerial remuneration and justification
thereof, and point out if there are any exceptional
circumstances for an increase in the managerial
remuneration:

The increase in remuneration is in line with
the market trends. In order to ensure that
remuneration reflects the Company’s performance,
the performance pay is linked to organisational
performance in addition to individual performance.
- Average Salary increase of non-managerial
employees is around 13.57%.

- Average Salary increase of managerial
employees is around 12.07 %.

Further, during the financial year, the Company
delivered strong operational and financial
performance, with notable growth in sales and
revenue under the leadership of Ms. Vinati Saraf
Mutreja, Managing Director & CEO. In recognition
of her contribution to the Company’s growth and
stakeholder value, the Board of Directors, based
on the recommen dation of th e Nomin ation and
Remuneration Committee, approved a revision
in her remuneration, including a higher fixed
component and a performance-linked incentive,
within the range approved by shareholders at their
meeting held on September 8, 2023. The revised
remuneration is considered fair and commensurate
with her role, responsibilities, and ongoing
contribution to the Company’s performance.

d. The key parameters for any variable component
of remuneration availed by the directors:
The key parameters for the variable component
of remuneration to the Directors are decided by
the Nomination and Remuneration Committee in
accordance with the principles laid down in the
Nomination and Remuneration Policy.

e. Affirmation that the remuneration is as per
the Remuneration Policy of the Company:
The Company affirms that remuneration is as per
the Remuneration Policy of the Company.

Further, as per second proviso to Section 136(1) of the
Act read with Rule 5 of the aforesaid Rules, the Board’s
Report and Financial Statements are being sent to the
Members of the Company excluding the statement of
particulars of employees as required under Rule 5(2)
and 5(3) of the aforesaid Rules. Any member interested
in obtaining a copy of the said statement may write
to the Compliance Officer at shares@vinatiorganics.
com up to the date of the AGM. The said statement
is also available for inspection by the Members at the
Registered Office of your Company on all days except
Saturday, Sunday and Public Holiday up to the date of
AGM between 11:00 a.m. to 5:00 p.m.

29) WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of
the Company’s Code of Conduct or Ethics Policy. The
Policy provides for adequate safeguards against the
victimisation of employees who avail of the mechanism
and also provides for direct access to the Chairman of
the Audit Committee. It is affirmed that no personnel of
the Company have been denied access to the Audit
Committee. The Whistle Blower Policy has been posted
on the website of the Company at https://vinatiorganics.
com/wp-content/uploads/2021/05/Whistle-Blower-
Policy.pdf.

30) TRANSACTION WITH RELATED PARTIES:

In compliance with the requirements of the Act and
the SEBI Listing Regulations, as amended from time
to time, the Company has adopted a comprehensive
Policy on Related Party Transactions (“RPT Policy”). This

Policy outlines the framework for identification, review,

approval, and monitoring of Related Party Transactions

and is available on the Company’s website at: https://

vinatiorganics.com/wp-content/uploads/2021/05/Policy-

on-Related-Party-Transaction-1.pdf

During the FY 2024-25, all Related Party Transactions

entered into by the Company were:

• In the ordinary course of business,

• On an arm’s length basis, and

• Reviewed and approved by the Audit Committee
in accordance with the RPT Policy and applicable
legal provisions.

To ensure the smooth functioning of routine operations,
the Company obtains omnibus approval from the Audit
Committee for transactions that are repetitive in nature
and meet the prescribed criteria. A statement detailing
all such related party transactions entered into under
omnibus approval is placed before the Audit Committee
on a quarterly basis for review.

During the year under review, the Company did not
enter into any contracts or arrangements with related
parties which fall under the scope of Section 188(1) of the
Act, read with the relevant Rules and no material related
party transactions were entered into by the Company
during FY 2024-25. Accordingly, the disclosure under
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 is
not required and does not form part of this Integrated
Annual Report.

Further, pursuant to Regulation 23 of the SEBI Listing
Regulations, the Company submits disclosures of
Related Party Transactions on a consolidated basis to
the stock exchanges in the prescribed format on a half¬
yearly basis.

Comprehensive details of Related Party Transactions
undertaken during the year are disclosed in the notes to
the Financial Statements forming part of this Integrated
Annual Report.

31) BOARD EVALUATION:

The Board of Directors has carried out an annual
evaluation of its own performance, Board Committees
and individual director pursuant to the provisions of the
Act and SEBI Listing Regulations.

The evaluation was carried out using a structured
questionnaire designed to gather feedback from all
Directors. The assessment criteria included, among
others:

• For the Board: composition and diversity,
effectiveness of processes and decision¬
making, quality and timeliness of information, and
contribution to the Company’s strategic direction.

• For the Committees: adequacy of composition,
clarity of roles and responsibilities, effectiveness
and overall functioning.

• For Individual Director: level of preparedness,
active participation in Board and Committee
meetings, quality of inputs and insights provided,
and contribution to discussions and decision¬
making.

The Nomination and Remuneration Committee (NRC)
also reviewed the performance of individual Directors
based on similar parameters.

Additionally, the performance of the Chairman was
evaluated based on key aspects of leadership,
effectiveness in conducting Board meetings, and overall
contribution to Board functioning.

The outcome of the evaluation process reflects that
the Board and its Committees continue to function
effectively, and Individual Directors are contributing
meaningfully to the governance and strategic oversight
of the Company.

Familiarisation Programme for Independent Directors

The Company, through its Managing Director/ Whole
Time Director/ Senior Managerial Personnel conducts
programmes/ presentations periodically to familiarise
the Independent Directors with the strategy, business
and operations of the Company. Such programmes/
presentations provide an opportunity for the
Independent Directors to interact with the senior
leadership team of the Company and help them to
understand the Company’s strategy, business model,
operations, services and product offerings, organisation
structure, finances, sales and marketing, human
resources, technology, quality of products, facilities and
risk management and such other areas as may arise
from time to time.

32) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on
February 1, 2025, inter alia to:

(i) Review the performance of Non-Independent
Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of
the Company, taking into account the views of the
Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of
the flow of information between the Company
management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

In the aforesaid separate meeting of Independent
Directors, the performance of non-independent
directors, the performance of the Board as a whole
and the performance of the Chairman were evaluated,
taking into account the views of Executive Directors
and Non-Executive Directors. 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. (Annexure F).

33) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met 5 (five)
times during the year on May 17, 2024, August 10,
2024, November 12, 2024, December 13, 2024 and
February 1, 2025.

34) INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY:

The Company has in place robust internal financial
control systems that are commensurate with its size
and the nature of its operations. These systems are
designed to provide reasonable assurance regarding
the accuracy and reliability of financial and operational
information, adherence to applicable accounting
standards and statutory requirements, safeguarding
of assets against unauthorised use or disposition,
execution of transactions with appropriate authorisation,
and ensuring compliance with internal policies and
procedures. The controls are periodically reviewed
and strengthened, as necessary, to enhance the overall
governance framework of the Company.

The details with respect to internal financial control
and their adequacy are included in the Management
Discussion & Analysis Report, which forms part of this
report.

The Corporate Policies and Procedures on Internal
Financial Controls policy has been posted on the
website of the Company at https://vinatiorganics.com/
wp-content/uploads/2021/05/CORPORATE-POLICY-
ON-INTERNAL-FINANCIAL-CONTROL.pdf.

35) AUDIT COMMITTEE:

The Audit Committee is entrusted with the responsibility
of overseeing the Company’s financial reporting
process to ensure integrity, transparency, and accuracy.
It provides effective supervision of the management’s
financial reporting and ensures timely and accurate
disclosures in compliance with the highest standards of
corporate governance.

The Committee comprises 3 (three) Independent
Directors, in accordance with the provisions of the Act
and SEBI Listing Regulations.

During the financial year under review, the Audit
Committee met 4 (four) times, and the details of these
meetings are provided in the Corporate Governance
Report. The Board has accepted all recommendations
made by the Audit Committee, and there were no
instances of deviation from its suggestions.

36) TRANSFER OF SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND:

As required under Section 124 of the Act, 24285 equity
shares in respect of which dividend has not been
claimed by the members for 7 (Seven) consecutive years
or more, have been transferred by the Company to the
Investor Education and Protection Fund Authority (IEPF)
during the FY 2024-25. Details of shares transferred
have been uploaded on the website of IEPF as well as
the Company.

37) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

The Members at the 33^rd Annual General
M eetin g of th e Company held on
September 14, 2022, had re-appointed M. M. Nissim
& Co LLP, Chartered Accountants (Firm Registration
No. ICAI/FRN/107122W/W100672) as the Statutory
Auditor of the Company to hold office for a term

of 5 (five) years i.e., from the conclusion of the said
33^rd Annual General Meeting until the conclusion of
38th Annual General Meeting of the Company to be
held in the year 2027.

There are no qualifications, reservations or adverse
remarks or disclaimers made by the Auditors in
their report on the Audited Financial (Standalone
and Consolidated) Statements of the Company for
the financial year ended March 31, 2025.

During the year under review, the Statutory
Auditors have not reported any instances of
fraud pursuant to the provisions of Section 143(12)
of the Act, which mandates auditors to report
frauds committed by officers or employees of the
Company. Accordingly, no disclosure is required
under Section 134(3)(ca) of the Act in this regard.
The report of the Statutory Auditors along with
notes to Schedules forms an integral part of this
Integrated Annual Report.

(ii) Cost Auditors and Cost Audit Report:

In accordance with the requirements of Section 148
of the Act, read with the Companies (Cost Records
and Audit) Rules, 2014, the maintenance of cost
records is applicable to the Company. The audit
of such cost records is conducted annually as per
the prescribed regulations. For the FY 2025-26,
the Board of Directors, on the recommendation
of the Audit Committee and based on a certificate
of independence and arm’s length relationship
issued by the Cost Auditors, has appointed M/s.
N. Ritesh & Associates, Cost Accountants, as the
Cost Auditor of the Company. The remuneration
payable to the Cost Auditor is detailed in the
Notice of the 36th Annual General Meeting, and a
resolution seeking ratification of the same by the
Members forms part of the AGM Notice.

Further, in compliance with the aforesaid Rules,
the Cost Audit Report for the Financial Year ended
March 31, 2024, was filed in XBRL format with the
Ministry of Corporate Affairs on October 1, 2024,
vide SRN: F99890139.

During the year under review, the Cost Auditor has
not reported any instance of fraud under Section
143(12) of the Act. Accordingly, no disclosure is
required under Section 134(3)(ca) of the Act.

(iii) Secretarial Auditor and Secretarial Audit Report:

In accordance with Regulation 24A of the SEBI
Listing Regulations, it is proposed to appoint
M/s. VKM & Associates, a Peer Reviewed Firm of
Practising Company Secretaries, as the Secretarial
Auditors of the Company for a period of 5 (five)
consecutive years, effective from April 1, 2025, to
March 31, 2030. The said appointment is subject
to the approval of the shareholders at the ensuing
Annual General Meeting.

Further, for the financial year 2024-25, M/s. VKM &
Associates were appointed as the Secretarial Auditor
of the Company to conduct the Secretarial Audit. The
Secretarial Audit Report, as required under Section
204(1) of the Act, read with Section 134(3) of the Act, is
annexed herewith as ‘Annexure G’.

There are no observations or adverse remarks
made in the Secretarial Audit Report by the
Auditors.

During the year under review, the Secretarial
Auditor had not reported any matter under Section
143(12) of the Act, therefore no detail is required to
be disclosed under Section 134(3)(ca) of the Act.

(iv) Annual Secretarial Compliance Report:

The Company has undertaken Secretarial
Compliance Audit for the FY 2024-25 as per
Regulation 24A of SEBI Listing Regulations and
Circulars/Guidelines issued thereunder. The
Annual Secretarial Compliance Report, duly
signed by Mr. Vijay Kumar Mishra, Managing
Partner of M/s. VKM & Associates, Practising
Company Secretaries, has been submitted to the
Stock Exchanges within 60 days of the end of the
FY 2024-25.

38) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to Meetings of the
Board of Directors and General Meetings, respectively.

39) BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Company endeavours to cater to the needs of the
communities it operates in, thereby creating maximum
value for society along with conducting its business
in a way that creates a positive impact and enhances
stakeholder value. As per Regulation 34(2)(f) of the
SEBI Listing Regulations, the Business Responsibility

& Sustainability Report is attached and is a part of this
Integrated Annual Report as set out in ‘Annexure H’
of this report and is also available on the Company’s
website www.vinatiorganics.com.

40) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the
following items during the financial year under review
and accordingly no disclosure or reporting is required
with respect to the same:

1. Deposit from the public falling within the ambit
of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.

2. I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Receipt of any remuneration or commission by
the Managing Director/Whole-time Director of
the Company from any of its subsidiaries/ other
Companies.

4. Significant or material orders passed by the
regulators or courts or tribunals which impact
the going concern status and the Company’s
operations in the future.

5. Buyback of shares.

6. Material changes and commitments affecting
the financial position of the Company that have
occurred between the end of the financial year to
which the financial statements relate and the date
of this Directors’ Report, unless otherwise stated in
the report. The details pertaining to the composition
of various Committees of the Board, including
the Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration
Committee, Risk Management Committee and
Corporate Social Responsibility Committee and
the details of the establishment of Vigil Mechanism
are included in the Corporate Governance Report,
which is a part of this report.

The Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and
that such systems are adequate and operating
effectively.

41) APPRECIATION & ACKNOWLEDGEMENTS:

Your directors take this opportunity to place on record
their sincere gratitude for assistance and cooperation
received from Central & State Governments, banks,
financial institutions, shareholders, business associates
and esteemed customers for their continued support
and assistance during the year.

Your directors also place on record their appreciation
for the excellent contribution made by all employees
of Vinati Organics Limited through their commitment,
competence, co-operation and diligence to duty in
achieving consistent growth of the Company.

Registered Office: For and on behalf of the Board of Directors

B-12 & B-13/1, MIDC Industrial Area,

Mahad - 402 309, Dist. Raigad, Maharashtra.

Tel No.: 022-61240444/428, Fax No.: 022-61240438 Sd/-

Email: [e-mail] Vinod Saraf

Website: www.vinatiorganics.com Chairman

CIN: L24116MH1989PLC052224 (DIN: 00076708)

Mumbai, May 15, 2025

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the Thirty-Fifth (35th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

1) FINANCIAL RESULTS:

The Summarised financial performance for the year ended March 31, 2024, on a Standalone and Consolidated basis is given below:

('' in Lakhs)

Particulars	Consolidated		Standalone
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Net Sales/Income from Operations	1,89,995.71	2,07,273.20	1,89,995.71	2,07,273.20
Other Income	3,879.75	5,243.57	3,879.75	5,243.57
Total Income Prolil before Finance cost, Depreciation &Taxes Finance cost	1,93,875.46 50,851.78 363.12	2,12,516.77 62,361.07 142.53	1,93,875.46 50,889.25 363.12	2,12,516.77 62,361.91 142.53 62,219.38 5,902.22 56,317.16
Profit before Depreciation & Taxes Depreciation & Amortisation Expense	50,488.66 7,293.00	62,218.54 5,902.22	50,526.13 7,278.87
Profit before Taxation	43,195.66	56,316.32	43,247.26
Provision for Taxation Current	8,637.00	12,431.93	8,63700	12,431.93 1,999.86 (31.29) 41,916.66 (69.30) 1744
Deferred Tax	2,34730	1,999.86	2,356.78
Earlier year adjustments	(85.40)	(31.29)	(85.40)
Profit for the year	32,296.76	41,915.82	32,338.88
Remeasurements of Defined benefit plans	(70.59)	(69.30)	(70.59)
Income Tax relating to items that will not be reclassified to profit or loss	1777	1744	1777
Total other comprehensive income for the year, net of tax	(52.82)	(51.86)	(52.82)	(51.86)
Total Comprehensive Income	32,243.94	41,863.96	32,286.06	41,864.80

2) HIGHLIGHT OF THE COMPANY PERFORMANCE / REVIEW OF OPERATIONS (STANDALONE AND CONSOLIDATED):

On a Consolidated basis, total revenue from operations for Financial Year 2023-24 (FY 2023-24) was '' 1,93,875.46 lakh, reduced by 8.77% over the previous year’s revenue of '' 2,12,516.77 lakh. The Profit After Tax (PAT) attributable to shareholders and non-controlling interests for FY 2023-24 was '' 32,296.76 lakh. The PAT attributable to shareholders for FY 2023-24 was '' 32,243.94 lakh.

On a Standalone basis, total revenue from operations achieved during the year was '' 1,93,875.46 lakh compared to '' 2,12,516.77 lakh in the previous year. The Net Profit After Tax (PAT) is '' 32,338.88 lakh as compared to '' 41,916.66 lakh in the previous year.

The figures for the Quarter ended March 31, 2024 and March 31, 2023 are the balancing figures between the audited figures in respect of the full financial year and the year-to-date figures upto the third Quarter of the Financial year. The financial result has been prepared

in accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS), prescribed under section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable, while the financial results for the quarter ended March 31, 2023 have been restated to reflect the Scheme of Amalgamation of Vinati Organics Ltd. with Veeral Additives Pvt. Ltd., approved by the National Company Law Tribunal, Mumbai Bench vide Order dated December 12, 2023, the impact of the restatement being not material, and previous period/ year figures are regrouped and rearranged wherever necessary.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2024, stood at '' 1036.66 lakh. During the year Vinati Organics Limited (the Company) had allotted 8,83,582 equity shares to the shareholders of Veeral Additives Pvt. Ltd. pursuant to Order of National Company Law Tribunal, Mumbai Bench dated December 12, 2023, approving the Scheme of Amalgamation of the Vinati Organics

Ltd. (Transferee Company) with Veeral Additives Pvt. Ltd. (Transferor Company) and their respective shareholders (Scheme). There was no other change in the Share Capital of the Company. The Company neither has issued any shares nor has granted any Stock Options nor any Sweat Equity Shares during the year.

4) CREDIT RATING:

The CARE Rating Ltd. (CARE) has upgraded/reaffirmed the ratings to the bank facilities of the Company as given belowr

Facilities/ Instruments	Rating	Rating Action
Long-term bank facilities	CARE AA ; Stable	Revised from CARE AA; Positive
Long-term/ Short-term bank facilities	CARE AA ; Stable/CARE A1	Revised from CARE AA; Positive/CARE A1
Short-term bank facilities	CARE A1	Reaffirmed

5) TRANSFER TO RESERVE:

The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 in the statement of profit and loss.

6) STATE OF AFFAIRS:

The Company is engaged in the business of manufacturing Speciality Organic Intermediaries and Monomers.

There has been no change in the business of the Company during the financial year ending March 31, 2024.

7) DIVIDEND:

The Board of Directors has recommended a dividend of '' 7/- (Rupees Seven only) per equity share i.e. 700% on the equity shares of the face value of '' 1/- (Rupees One) each. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of '' 7,256.59 lakh.

The dividend on Ordinary (equity) Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM’) scheduled to be held on Tuesday, September 10, 2024 and if declared, will be paid, subject to deduction of tax at source (‘TDS’), within 30 days from the date of declaration at the AGM.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 01, 2020, and the Company is required to deduct tax at source (TDS) from dividends paid to the Members at prescribed rates as per the Income-tax Act, 1961.

For FY 2022-23, the Company paid a total dividend of '' 7/- per equity share of the face value of '' 1/- each. The total cash outflow for FY 2022-23 amounted to '' 7,194.74 lakh.

The dividend recommended is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is disclosed in this report as Annexure ''A’ also the same is uploaded on the Company’s website https://vinatiorganics.com/wp-content/uploads/2021/05/Dividend-Distribution-Policy-12th-Mav-2018.pdf

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 04, 2024 to Tuesday, September 10, 2024 (both days inclusive) for the purpose of payment of the dividend for the financial year ended March 31, 2024.

8) SCHEME OF AMALGAMATION:

The National Company Law Tribunal, Mumbai Bench vide its Order dated December 12, 2023 has approved the Scheme of Amalgamation of Vinati Organics Ltd. (Transferee Company) with Veeral Additives Pvt. Ltd. (Transferor Company) and their respective shareholders (Scheme) and the Share Allotment Committee of the Company at its meeting held on February 26, 2024 has allotted 883582 equity shares to the eligible shareholders of the Transferor Company as per clause 3.1 Part C of the Scheme.

Subsequently, the Company has made Listing Application to Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited and the trading approval for the said allotted shares received on May 06, 2024.

9) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY:

Veeral Organics Pvt. Ltd. (''VOPL'') is a Wholly Owned Subsidiary of Vinati Organics Limited (the “Company”). Other than VOPL, the Company does not have any Subsidiary, Associate, or Joint Venture Company. Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company’s Subsidiary in Form AOC-1 is attached to the financial statements and not repeated in this report to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company’s website and can be accessed at https://vinatiorganics.com/financial-

information/

The financial statements of the subsidiary as required, are available on the Company’s website and can be accessed at https://vinatiorganics.com/other-information/

The Company has formulated a Policy for determining Material Subsidiary. The Policy is available on the Company’s website and can be accessed at https:// vinatiorganics.com/wp-content/uploads/2022/06/ material-subsidiaries-policy.pdf

10) INSURANCE:

The properties and insurable interests of your company like Building, Plant and Machinery, Inventories, etc. are properly insured.

Directors & Officer’s Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims arising out of their actions/decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and applicable clauses of the Articles of Association of the Company, Ms. Vinati Saraf Mutreja (DIN: 00079184), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment as Director for your approval. The brief profile of Ms. Vinati Saraf Mutreja and the resolution for her appointment as Director is given in the Notice of the 35th Annual General Meeting (AGM), other than Mr. Vinod Saraf and Ms. Viral Saraf Mittal no other Directors and their respective relatives are interested in the said resolution.

During the financial year the Company has 4 (four) Independent Directors, namely, Mr. J. C. Laddha, Mr. Adesh Kumar Gupta, Ms. Mona Bhide and Prof. M. Lakshmi Kantam. The Company has received all the applicable declarations under Section 149(7) of the Act, Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations from each Independent Director. There have been no circumstances affecting their status as Independent Director of the Company. No Director of the Company is disqualified under any law to act as a director.

The Board of Directors, based on recommendation of Nomination and Remuneration Committee, in its meeting held on February 11, 2024, pursuant to relevant sections of the Companies Act, 2013 and the relevant Rules made thereunder and the applicable provisions of SEBI Listing Regulations, appointed Dr. Prashant Barve as Non-Executive Independent Director of the Company w.e.f April 01, 2024 for the period of five years. Further, in accordance with the provisions of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, Mr. J. C. Laddha (DIN: 00118527) is seeking re-appointment for the second term of five consecutive years from June 13, 2025 upto June 12, 2030 (both days inclusive), the terms and conditions for the appointment

of Mr. J. C. Laddha is given in the appointment resolutions in the 35th AGM Notice read with accompanying explanatory statement.

During the year under review, none of Non-Executive Directors of the Company had any material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel: Mr. Vinod Saraf - Executive Chairman, Ms. Vinati Saraf Mutreja - Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal -Director CSR, Mr. Jayesh Ashar - Whole Time Director, Mr. N. K. Goyal - Chief Financial Officer (CFO) and Mr. Milind Wagh - Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2 (51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year under review, there has been no change in the Key Managerial Personnels.

12) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on Director’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report which forms part of this report. The Remuneration policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/REMUNERATION-PQLICY.pdf

13) DEPOSITS:

For the financial year 2023-24, the Company did not invite or accept any Deposits within the meaning of Sections 73 and 76 of the Act and the relevant Rules made thereunder as such, no amount of principal or interest was outstanding as of the date of the balance sheet from the public.

14) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company had total foreign exchange earnings and outgo as provided below during the year ended March 31, 2024:

Foreign Exchange Earnings - '' 1,04,732 lakhs.

Foreign Exchange Outgo - '' 13,581 lakhs.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ''A1'' forming part of this report.

16) HUMAN RESOURCES:

The Company has established strong HR systems to improve transparency in performance evaluations and daily operations. Comprehensive operational and other

information is consistently shared with the management team to increase their involvement and support the growth of our human resources. Additionally, the Company strictly follows a Code of Business Ethics for all employees.

The Human Resources department plays a crucial and continuous role in our talent management efforts, ensuring to attract, develop, and retain top talent.

As of March 31, 2024, the Company''s permanent employee strength stood at 1279.

17) QUALITY INITIATIVES:

Sustained commitment to the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING:

The Company’s equity shares are listed at the BSE Limited and the National Stock Exchange of India Limited. We confirm that the Listing fee for the financial year 2024 - 25 has been paid. The stock code of the Company at BSE Limited is 524200 and the Symbol at the National Stock Exchange of India Limited is VINATIORGA.

19) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the Regulators, Courts, or Tribunals impacting the going concern status and Company’s operations in the future.

20) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they 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 of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023 - 24.

21) MATERIAL CHANGES AFTER THE BALANCE SHEET DATE (MARCH 31, 2024):

No material changes and commitments affecting the financial position of the Company have occurred between the financial year 2023-24 of the Company to which the financial statements relate and the date of this report.

22) CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTS:

At Vinati Organics, we are committed to evolving and adhering to corporate governance guidelines and best practices meticulously. This dedication is not only aimed at enhancing long-term shareholder value but also at upholding the rights of all stakeholders. We view it as our inherent duty to provide timely and accurate information about the Company''s operations, performance, leadership, and governance.

As such, the Corporate Governance Report along with the certificate from the Auditors of the Company certifying compliance with the conditions of the Corporate Governance as required under the SEBI Listing Regulations and Management’s Discussion and Analysis Reports, which form an integral part of this report, are set out in the separate annexure to this report. (See Annexure ‘B’, ‘C’ & ‘D’).

23) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised adequate system to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES:

There has been no change in the class and nature of the business of the Company and its Subsidiary Company.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company’s Corporate Social Responsibility (‘CSR’) initiatives aim to enhance community life by creating long-term value for all stakeholders. The Company’s CSR policy outlines the guidelines for conducting these activities, with its key features detailed in the Annual Report on CSR activities attached to the Board’s Report. The Company has worked with various foundations and NGOs for accomplishment of its CSR activities. The CSR policy is available on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ CSR-Policy.pdf

The Corporate Social Responsibility (CSR) Committee comprises of four Directors of the Company. All the members of the Corporate Social Responsibility Committee i.e. Prof. M. Lakshmi Kantam - Chairperson of the Committee, Mr. Vinod Saraf - Chairman of Company, Ms. Vinati Saraf Mutreja - Managing Director & CEO, & Ms. Viral Saraf Mittal - Director CSR, have good knowledge and exposure to utilise the Company’s resources towards its CSR activities.

For the financial year 2023-24, the Company was required to spend '' 8.76/- crores (around 2% of the average net profits of the preceding three financial years) on CSR activities. However, during the year the Company spent '' 9.30 crores on various CSR projects and transferred '' 0.84 crores related to ongoing CSR projects to the Unspent CSR account pursuant to the provisions of the Act. The Annual Report on CSR Activities is enclosed as Annexure ‘E’ to this Report.

26) ESOP/ ESOS:

During the year under review, the Company had not issued any shares under the “VOL Employee Stock Option Plan 2019” (“ESOP 2019”/ “Plan”) Scheme of the Company. The ESOP 2019 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations’).

Pursuant to the approval by the shareholders, the Company can grant up to 200000 options to the eligible employees of the Company under the ESOP 2019.

27) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

The Company has implemented a Policy on the Prevention of Sexual Harassment at the Workplace, aligning with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and its associated Rules. An Internal Complaints Committee has been formed, comprising of Ms. Vinati Saraf Mutreja, Managing Director & CEO, Ms. Viral Saraf Mittal, Director CSR, and Advocate Ms. Satyapriya M. Rao as a Member, to address complaints related to Sexual Harassment.

Efforts have been made to raise awareness among all employees regarding the Company''s stance against sexual harassment in the workplace. No complaints were reported during the review period, reflecting

the Company''s commitment to providing a safe and supportive work environment for all employees and associates.

The Sexual Harassment policy posted on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/POLICY-AGAINST-SEXUAL-HARASSMENT.pdf

28) ANNUAL RETURN:

As per provisions of Section 92 (3) and 134 (3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is placed on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2022/06/ Form MGT 7-23-24-Website-1.pdf

29) RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy of the Company has been posted on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2021/05/RISK-MANAGEMENT-POLICY.pdf

30) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans, Guarantees, Securities and Investments made by the Company are within the limits prescribed under Section 186 of the Act and details for the same are given in the notes to the financial statements.

31) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) are given below:

a. The Ratio of the remuneration of each Director to the median remuneration of all the employees of the Company for FY 2023-24 and % increase in remuneration of each Director/KMP of the Company for FY 2023-24 are as under:

Sr. No.	Name of Directors	Remuneration ('' in lakhs)	% increase in remuneration in the financial year	Ratio to the median remuneration
Executive Director
1.	Mr. Vinod Saraf	236.02	16.55%	44.08
2.	Ms. Vinati Saraf Mutreja	235.23	56.04%	43.93
3.	Ms. Viral Saraf Mittal	91.81	6.84%	1714
4.	Mr. Jayesh Ashar	13736	11.99%	25.65
Non-Executive Directors
5.	Ms. Mona M. Bhide	5.25	90.91%	0.98
6.	Mr. Adesh Kumar Gupta	4.00	23.08%	0.75
7	Prof. M. Lakshmi Kantam	3.25	30.00%	0.61
8.	Mr. Jagdish Chandra Laddha	4.75	35.71%	0.89
Key Managerial Personnel
9.	Mr. N. K. Goyal	108.70	12.71%	20.30
10.	Mr. Milind Wagh	42.16	12.61%	787

b. The percentage increase/ decrease in the median remuneration of employees in the financial year: -10.53%.

c. The number of permanent employees on the Roll of Company: 1279.

d. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects the Company’s performance, the performance pay is linked to organisation performance in addition to individual performance.

- Average Salary increase of non-managerial employees is around 11.36%.

- Average Salary increase of managerial employees is around 15.08%.

There are no exceptional circumstances in increase of managerial remuneration.

e. The key parameters for any variable component of remuneration availed by the directors: The key parameters for the variable component of remuneration to the Directors are decided by the Nomination and Remuneration Committee in accordance with the principles laid down in the Nomination and Remuneration Policy.

f. Affirmation that the remuneration is as per the Remuneration Policy of the Company: The Company affirms remuneration is as per the Remuneration Policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at [e-mail].

32) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against the victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://vinatiorganics. com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf.

33) TRANSACTION WITH RELATED PARTIES:

All the 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. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed and approved by the Board. The details of all such transactions executed with related parties are placed before the Audit Committee on a quarterly basis for their review and consideration.

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 or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

34) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

35) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on February 11, 2024, inter-alia to discuss:

(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the performance of the Board as a whole and the performance of the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. 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. (Annexure ‘F’).

36) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times during the year on May 19, 2023, August 11, 2023, November 07, 2023, and February 11, 2024.

37) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

38) AUDIT COMMITTEE:

The Audit Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

During the reporting year the Audit Committee was comprises of Mr. J. C. Laddha - Chairman, Mr. Adesh Kumar Gupta - Member and Ms. Mona Bhide - Member. All recommendations made by the Audit Committee were accepted by the Board during the financial year.

39) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of the Act and the rules made thereunder.

40) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act, 59,544 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year 2023-24. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

41) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

Members of the Company at the AGM held on September 14, 2022, approved the appointment of M. M. Nissim & Co LLP, Chartered Accountants (Registration No. ICAI/FRN/107122W/W100672), Chartered Accountants, as the statutory auditors of the Company. Further, the Shareholders approved the re-appointment of statutory auditors for a second term of five years commencing from the conclusion of the 33rd AGM until the conclusion of 38th AGM of the Company to be held in the year 2028.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2024.

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(ii) Cost Auditors and Cost Audit Report:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of Cost Records is applicable to the Company and the Audit of the said Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Cost Auditors certifying their independence and arm’s length relationship with your Company, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2024-25, on such remuneration as mentioned in the Notice of the 35th Annual General Meeting of the Company. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 35th Annual General Meeting and the same is recommended for your consideration and ratification.

In accordance with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the Financial Year ended March 31, 2023 was filed in XBRL on September 13, 2023 vides SRN: F64270408 with the Ministry of Corporate Affairs, New Delhi.

During the year under review, the Cost Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(iii) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Company had appointed M/s. VKM & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report issued in this regard is annexed as Annexure ‘G’.

There are no observations or adverse remarks made in the Secretarial Audit Report by the Auditors.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(iv) Annual Secretarial Compliance Report:

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra, Partner of M/s. VKM & Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days from the end of the financial year 2023-24.

42) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

43) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on the website of the Company at https://vinatiorganics.com/ wp-content/uploads/2021/05/CORPORATE-POLICY-ON-INTERNAL-FINANCIAL-CONTROL.pdf

44) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum

value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report is attached and is a part of this Annual Report as set out in Annexure ‘H’ of this report and is also available on Company’s website www.vinatiorganics.com

45) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

1. Deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries/other Companies.

4. Significant or material orders passed by the

regulators or courts or tribunals which impact the going concern status and the Company’s operations in the future.

5. Buyback of shares.

6. Material changes and commitments, affecting

the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Directors’ Report unless otherwise stated in the report. The details pertaining to the composition of various Committees of the Board including the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee and the details of the establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

46) APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

Registered Office: For and on behalf of the Board of Directors

B-12 & B-13/1, MIDC Industrial Area,

Mahad - 402 309, Dist. Raigad, Maharashtra.

Tel No.: 022-61240444/428, Fax No.: 022-61240438

Email: [e-mail] Vinod Saraf

Website: www.vinatiorganics.com Executive Chairman

CIN: L24116MH1989PLC052224 (DIN: 00076708)

Mumbai, May 17, 2024

---

Mar 31, 2023

Your Directors have immense pleasure in presenting the Thirty-Fourth (34^th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2023.

1) FINANCIAL RESULTS:

The summarized financial performance for the year ended March 31, 2023, on a standalone and consolidated basis is given below:

(H in Lakhs)
	Consolidated		Standalone
Particulars	31st March,	31st March	31st March	31st March
	2023	2022	2023	2022
Net Sales/Income from Operations	208470.55	161551.18	208470.55	161551.18
Other Income	7242.72	6091.21	7242.72	6096.24
Total Income	215713.27	167642.39	215713.27	16764742
Profit before Finance cost, Depreciation &Taxes	66784.85	49499.44	66785.70	49505.09
Finance cost	62.72	25.87	62.72	25.87
Profit before Depreciation & Taxes	66722.13	49473.57	66722.98	49479.22
Depreciation & Amortisation Expense	5193.92	4548.63	5193.92	4548.63
Profit before Taxation	61528.21	44924.94	61529.06	44930.59
Provision for Taxation - Current	14556.35	10146.00	14556.35	10146.00
Deferred	1205.72	1209.45	1205.72	1209.45
Earlier year adjustment	(31.29)	(1092.37)	(31.29)	(1092.37)
Profit for the year	4579743	34661.86	45798.28	3466751
Remeasurements of Defined benefit plans	(68.58)	(3780)	(68.58)	(3780)
Income Tax relating to items that will not be reclassified to profit or loss	1726	9.51	1726	9.51
Total other comprehensive income for the year, net of tax	(51.32)	(28.29)	(51.32)	(28.29)
Net Profit for the year	45746.11	34633.57	45746.96	34639.22

2) HIGHLIGHT OFTHE COMPANY PERFORMANCE / REVIEW OF OPERATIONS (STANDALONE AND CONSOLIDATED):

On a Consolidated basis, total revenue from operations for Financial Year (FY) 2023 was H 2,15,713.27 Lakh, higher by 28.67% over the previous year''s revenue of H 1,67642.39 Lakh.The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 was H 45,79743 Lakh. The PAT attributable to shareholders for FY 2023 was H 45,746.11 Lakh.

On a Standalone basis, total revenue from operations achieved during the year is H 2,15,713.27 Lakh compared to H 1,67,647.42 Lakh in the previous year. The net profit after tax is H 45,798.28 Lakh as compared to H 34,667.51 Lakh in the previous year.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2023, stood at H 102782 Lakh. During the financial year 2022-23, there was no change in the Share Capital of the Company. The Company neither has issued any shares nor has granted any Stock Options nor any Sweat Equity Shares during the year.

4) CREDIT RATING:

The CARE Rating Ltd. (CARE) has reaffirmed the ratings to the bank facilities of the Company as given below:

• Long-term/Short-term Bank Facilities - Rating reaffirmed CARE AA; Outlook revised from Stable to Positive / CARE A1 .

• Short-term Bank Facilities - Reaffirmed CARE A1 .

5) TRANSFER TO RESERVE:

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

6) STATE OF AFFAIRS:

The Company is engaged in the business of manufacturing Speciality organic intermediaries and monomers.

There has been no change in the business of the Company during the financial year ending March 31, 2023.

7) DIVIDEND:

The Board of Directors has recommended a dividend of H 7/- (Rupees Seven only) per equity share i.e. 700% on the equity shares of the face value of H 1/- (Rupees One) each. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of H 7194.74 Lakh.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source (TDS) from dividends paid to the Members at prescribed rates as per the Income-tax Act, 1961.

For FY 2022, the Company paid a total dividend of H 6.50/-per equity share of the face value of H 1/- each. The total cash outflow for FY 2022 amounted to H 6680.83 Lakh.

The dividend recommended is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is disclosed in this report as ''Annexure A'' also the same is uploaded on the Company''s website https://vinatiorganics.com/wp-content/uploads/2021/05/ Dividend-Distribution-Policv-12^lh-Mav-2018.pdf

8) SCHEME OF AMALGAMATION:

With reference to the ongoing the Scheme of Amalgamation of Veeral Additives Private Limited with Vinati Organics Limited and their respective shareholders (''Scheme''), Company Scheme Application was filed by the Companies involved in the Scheme seeking necessary directions from the Hon''ble National Company Law Tribunal, Mumbai

Bench ("NCLT"), with respect to convening / dispensing with the meetings of shareholders and creditors of the respective companies.

Pursuant to the directions of the NCLT (a) meetings of the equity shareholders of the Company were convened and held on February 28, 2023 and the Scheme was approved with requisite majority by the equity shareholders of the Company in the meeting; and (b) the meeting of secured creditors of the Company was dispensed with by the NCLT in view of the consent affidavits provided by them. Similar consent from shareholders and creditors of the other Company involved in Scheme was obtained.

Subsequently, a Company Scheme Petition has been filed with the NCLT for approval and the NCLT vide order dated April 28, 2023 has admitted the said Scheme Petition. The Company is awaiting its final hearing and necessary directions from the NCLT in this regard.

9) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY:

Veeral Organics Pvt. Ltd. (''VOPL'') is a Wholly Owned Subsidiary of Vinati Organics Limited (the "Company"). Other than VOPL, the Company does not have any Subsidiary, Associate, or Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiary in Form AOC-1 is attached to the financial statements and not repeated in this report to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at https:// vinatiorganics.com/ffnancial-information/

The financial statements of the subsidiary, as required, are available on the Company''s website and can be accessed at https://vinatiorganics.com/other-information/

The Company has formulated a Policy for determining Material Subsidiary. The Policy is available on the Company''s website and can be accessed at https://vinatiorganics.com/ wp-content/uploads/2022/06/material-subsidiaries-policy. pdf

10) INSURANCE:

The properties and insurable interests of your company like Building, Plant and Machinery, Inventories, etc. are properly insured.

Directors & Officer''s Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims arising out of their actions/decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and applicable clauses of the Articles of Association of the Company, Ms. Viral Saraf Mittal (DIN: 02666028), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment as Director for your approval. The brief profile of Ms. Viral Saraf Mittal and the resolution for her appointment as Director is given in the Notice of the 34^th Annual General Meeting (AGM), other than Mr. Vinod Saraf and Ms. Vinati Saraf Mutreja no other Directors and their respective relatives are interested in the said resolution.

The Company has 4 (four) Independent Directors, namely, Mr. J. C. Laddha, Mr. Adesh Kumar Gupta, Ms. Mona Bhide and Prof. M. Lakshmi Kantam. The Company has received all the applicable declarations under Section 149(7) of the Act, Rule 6(3) of the Companies (Appointment and Qualification of Directors) 5^th Amendment Rules, 2019 and Regulation 16(1)(b) of the SEBI Listing Regulations from each Independent Director. There have been no circumstances affecting their status as Independent Directors of the Company. No Director of the Company is disqualified under any law to act as a Director.

The Board of Directors of the Company in its meeting held on May 19, 2023, pursuant to relevant sections of the Companies Act, 2013 and the relevant Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to the approval of the members by passing a Special Resolution in the Annual General Meeting, have approved the re-appointment of Mr. Vinod Saraf as the Whole Time Director designated as Executive Chairman of the Company, Ms. Vinati Saraf Mutreja as Managing Director & CEO of the Company, Ms. Viral Saraf Mittal as the Whole Time Director designated as Director CSR of the Company, Mr. Jayesh Ashar as the Whole Time Director of the Company and Ms. Mona Bhide as an Independent Director of the Company.

The terms and conditions for the above-mentioned reappointment of directors are given in their re-appointment resolutions read with accompanying explanatory statement in the 34th Annual General Meeting notice.

During the year under review, none of Non-Executive Directors of the Company had any material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Key Managerial Personnel: Mr. Vinod Saraf - Chairman, Ms. Vinati Saraf Mutreja - Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal - Director CSR, Mr. Jayesh Ashar - Director Operations, Mr. N. K. Goyal - Chief Financial Officer (CFO) and Mr. Milind Wagh -Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

12) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ REMUNERATION-POLICYpdf

13) DEPOSITS:

For the financial year 2022-2023, the Company did not invite or accept any Deposits within the meaning of Sections 73 and 76 of the Act and the relevant Rules made thereunder as such, no amount of principal or interest was outstanding as of the date of the balance sheet from the public.

14) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company had total foreign exchange earnings and outgo as provided below during the year ended March 31, 2023:

Foreign Exchange Earnings - H 1,44,141.86 Lakh

Foreign Exchange Outgo - H 20,24741 Lakh

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ''A-1'' forming part of this report.

16) HUMAN RESOURCES:

The Company has effective HR systems to make the performance appraisals and working more transparent. Greater operational and financial details are shared with the management cadre with a view to having their deeper involvement and for the development of human resources. The Company has a Code of Business Ethics for its employees.

The Company Human Recourses function has played and continues to play an integral role in the Company''s talent management process.

The permanent employee strength of the Company was 1097 as on March 31, 2023.

17) QUALITY INITIATIVES:

Sustained commitment to the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING:

The Company''s equity shares are listed at BSE Limited and the National Stock Exchange of India Limited. We confirm that the Listing fee for the financial year 2023 - 24 has been paid. The stock code of the Company at BSE Limited is 524200 and the Symbol at the National Stock Exchange of India Limited is VINATIORGA.

19) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the Regulators, Courts, or Tribunals impacting the going concern status and Company''s operations in the future.

20) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they 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 of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022 - 23.

21) MATERIAL CHANGES AFTER THE BALANCE SHEET DATE (MARCH 31, 2023):

No material changes and commitments affecting the financial position of the Company have occurred between the Financial Year (FY 2022-2023) of the Company to which the financial statements relate and the date of this report.

22) CORPORATE GOVERNANCE AND MANAGEMENT''S DISCUSSION AND ANALYSIS REPORTS:

The Corporate Governance along with the certificate from the Auditors of the Company certifying compliance with the conditions of the Corporate Governance as required under the SEBI Listing Regulations and Management''s Discussion and Analysis Reports, which form an integral part of this report, are set out in the separate annexure to this report. (See Annexure ''B'', ''C'' & ''D'').

23) EMPLOYEES:

The Company is required to make disclosure under Section 134 of the Act for its employee drawing remuneration in excess of H 1.02 Cr PA. or H 8.50 Lakh per month. (See Annexure ''E'')

An employee holding 2% or more of the equity shares himself/herself or along with his/her spouse:

1. Mr. Vinod Saraf - Executive Chairman - 13900582 shares - 13.52%.

2. Smt. Kavita Vinod Saraf - Spouse - 12414456 shares - 12.08%.

24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES:

There has been no change in the class and nature of the business of the Company and its Subsidiary Company.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (CSR) Committee was constituted on May 10, 2014 and was reconstituted on June 13, 2020 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Committee comprises of four Directors of the Company.

All the members of the Corporate Social Responsibility Committee i.e. Prof. M. Lakshmi Kantam - Chairperson of the Committee, Mr. Vinod Saraf - Chairman of Company, Ms. Vinati Saraf Mutreja - Managing Director & CEO, & Ms. Viral Saraf Mittal - Director CSR have good knowledge and exposure to utilize the Company''s resources towards its CSR activities. The CSR Policy is available on Company''s website https://vinatiorganics.com/wp-content/ uploads/2021/05/CSR-Policy.pdf

The Company has worked with various foundations and NGOs for accomplishment of its CSR activities.

For the Financial year 2022-2023, the Company was required to spend H 8.06/- crores (around 2% of the average net profits of the preceding three financial years) on CSR activities. Out of which the Company has spent H 6.67/-crore and the balance unspent CSR amount of H 1.39/-crores has been transferred to Separate Bank Account i.e. Unspent Corporate Social Responsibility Account (UCSRA) in accordance with a Section 135 of the Act. The Annual Report on CSR Activities is enclosed as Annexure ''F'' to this Report.

26) ESOP/ ESOS:

During the year under review, the Company had not issued any shares under the "VOL Employee Stock Option Plan 2019" ("ESOP 2019"/ "Plan") Scheme of the Company. The ESOP 2019 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (''the SBEB Regulations'').

Pursuant to the approval by the shareholders, the Company can grant up to 200000 options to the eligible employees of the Company under the ESOP 2019.

27) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

The Company has in place a Policy on the Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed thereunder. The Company has formed an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Managing Director & CEO, Ms. Viral Saraf Mittal, Director CSR, and Advocate Ms. Satyapriya M. Rao - Member to redress complaints received regarding Sexual Harassment.

The Company has ensured that awareness gets created amongst all the employees about the corporate policy against sexual harassment in the workplace.

During the period under review, no complaints were received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Sexual Harassment policy posted on the website of the Company at https://vinatiorganics.com/ wp-content/uploads/2021/05/POLICY-AGAINST-SEXUAL-HARASSMENT.pdf

28) ANNUAL RETURN:

As per provisions of Section 92 (3) and 134 (3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is placed on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2022/06/ Form MGT-7-FY-22-23.pdf.

29) RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy has been posted on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2021/05/RISK-MANAGEMENT-POLICY.pdf

30) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans given, Guarantees given, securities provided and investments made by the Company are within the limits prescribed under Section 186 of the the Act and details for the same are given in the notes to the financial statements.

31) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Whole-Time Directors	Ratio to the median remuneration
1.	Mr. Vinod Saraf, Chairman	33.59
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	23.63
3.	Ms. Viral Saraf Mittal, Director - CSR	13.45
4.	Mr. Jayesh Ashar, Director -Operations	21.08
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:
Sr. No.	Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
1.	Mr. Vinod Saraf, Chairman	10%
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	10%
3.	Ms. Viral Saraf Mittal, Director - CSR	10%
4.	Mr. Jayesh Ashar, Director - Operations	8.61%
5.	Mr. N. K. Goyal, Chief Financial Officer	10%
6.	Mr. Milind Wagh, Company Secretary	12%

c. The percentage increase in the median remuneration of employees in the financial year: 8.67%.

d. The number of permanent employees on the Roll of Company: 1097

e. The explanation of the relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY23 (H in Lakh)					695.22
Revenue (H in Lakh)					208470.55
Remuneration of (KMP) as a percentage of revenue					0.33%
Profit before tax (PBT) (H in Lakh)					61,529.06
Remuneration of (KMP) as % of PBT					1.13%
g. Variations in the market capitalization of the Company, price-earnings ratio as at the closing date of the current financial year and previous financial year:
Particulars		March 31,2023		March 31,2022		% change
Market Capitalization (H in Lakh)		1858711		2004250		-726
Price Earnings Ratio		45.6		5783		-21.15
h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
Particulars	March 31,2023 (J)		November 11, 1991 (IPO)*		% change
Market Price (BSE)	1808		0.67		269850%
Market Price (NSE)	1808		0.67		269850%
* Adjusted for 1:2 bonus issue in 2007, splits of face value of shares from H 10/- to H 2/- and from H 2/- to H 1/- on March 11, 2009, and February 6, 2020, respectively.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

k. The key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered

The average increase in managerial remuneration was 10% only.

j. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

(H in Lakhs)
Name	Total Remu neration	% of revenue 208470.55	% of net profit before tax 61,529.06
Mr. Vinod Saraf, Chairman	202.51	0.10	0.33
Ms. Vinati Saraf Mutreja, Managing Director & CEO	150.75	0.07	0.25
Ms. Viral Saraf Mittal, Director - CSR	85.93	0.04	0.14
Mr. Jayesh Ashar, Director - Operations	122.65	0.06	0.20
Mr. N. K. Goyal, Chief Financial Officer	96.44	0.05	0.16
Mr. Milind Wagh, Company Secretary	3744	0.02	0.06

Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

32) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against the victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf

33) TRANSACTION WITH RELATED PARTIES:

All the 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. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed and approved by the Board. The details of all such transactions executed with related parties are placed before the Audit Committee on a quarterly basis for their review and consideration.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ''G'' in Form AOC - 2 and the same forms part of this report.

34) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, information and functioning, etc.

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 Committees meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

35) INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors of the Company met on February 06, 2023, inter-alia to discuss:

(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, the performance of non-independent directors, the performance of the Board as a whole and the performance of the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. 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. (Annexure ''H'').

36) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times during the year on May 14, 2022, August 06, 2022, November 07, 2022, and February 06, 2023.

37) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

38) AUDIT COMMITTEE:

The Audit Committee comprises Mr. J. C. Laddha (Chairman), Mr. Adesh Kumar Gupta and Ms. Mona Bhide. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

39) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder.

40) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act, 33701 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2022-23. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

41) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

The Members at the 33^rd Annual General Meeting of the Company held on September 14, 2022, had re-appointed M. M. Nissim & Co LLP, Chartered Accountants (Firm Registration No. ICAI/ FRN/107122W/W100672) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said 33^rd Annual General Meeting until the conclusion of 38^th Annual General Meeting of the Company to be held in the year 2027

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2023.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(ii) Cost Auditors and Cost Audit Report:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of Cost Records is applicable to the Company and the Audit of the said

Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Cost Auditors certifying their independence and arm''s length relationship with your Company, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2023 - 24, on such remuneration as mentioned in the Notice of the 34^th Annual General Meeting of the Company. A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 34^th Annual General Meeting and the same is recommended for your consideration and ratification.

In accordance with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the Financial Year ended 31.03.2022 was filed in XBRL on 11/11/2022 vides SRN: F42463182 with the Ministry of Corporate Affairs, New Delhi.

During the year under review, the Cost Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(iii) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Company had appointed M/s. VKM & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report issued in this regard is annexed as Annexure ''I''.

There are no observations or adverse remarks made in the Secretarial Audit Report by the Auditors.

During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(iv) Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2022-2023 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Mishra Partner of M/s. VKM & Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2022-23.

42) COMPLIANCEWITH SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

43) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/CORPORATE-POLICY-ON-INTERNAL-

FINANCIAL-CONTROL.pdf

44) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report is attached and is a part of this Annual Report as set out in Annexure ''J'' of this report and is also available on Company''s website www.vinatiorganics.com.

45) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

1. Deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries/ other Companies.

4. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in the future.

5. Buyback of shares.

6. Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Directors'' Report unless otherwise stated in the report. The details pertaining to the composition of various Committees of the Board including the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee and the details of the establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

46) APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co- operation and diligence to duty in achieving consistent growth of the Company.

---

Mar 31, 2022

Your Directors have immense pleasure in presenting the Thirty-Third (33rd) Integrated Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2022.

1) FINANCIAL RESULTS:

The summarized financial performance for the financial year ended March 31,2022 on standalone and consolidated basis is given below:

(H in Lakhs)
Particulars	Consolidated		Standalone
	As at	As at	As at	As at
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Net Sales/Income from Operations	161551.18	95425.81	161551.18	95425.81
Other Income	6091.21	2584.43	6096.24	2585.55
Total Income	167642.39	98010.24	167647.42	98011.36
Profit before Finance cost, Depreciation & Taxes	49499.44	37836.59	49505.09	37838.15
Finance cost	25.87	21.19	25.87	21.19
Profit before Depreciation & Taxes	49473.57	37815.40	49479.22	37816.96
Depreciation & Amortisation Expense	4548.63	4291.45	4548.63	4291.45
Profit before Taxation	44924.94	33523.95	44930.59	33525.51
Provision for Taxation - Current	10146	7574.33	10146	7574.33
Deferred	1209.45	744.42	1209.45	744.42
Earlier year adjustment	(1092.37)	(1726.89)	(1092.37)	(1726.89)
Profit for the year	34661.86	26932.09	34667.51	26933.65
Items that will be reclassified to profit or loss remeasurements of defined benefit plans	(37.80)	(25.27)	(37.80)	(25.27)
Income Tax relating to items that will not be reclassified to profit or loss	9.51	6.36	9.51	6.36
Total other comprehensive income for the year, net of tax	(28.29)	(18.91)	(28.29)	(18.91)
Net Profit for the year	34633.57	26913.18	34639.22	26914.74

2) HIGHLIGHT OF THE COMPANY PERFORMANCE / REVIEW OF OPERATIONS (STANDALONE AND CONSOLIDATED):

On a consolidated basis, the revenue for Financial Year (FY) 2021-22 was H 1,67,642.39 Lakh, higher by 71.05 percent over the previous year''s revenue of H 98,010.24 Lakh. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2021-22 was H 34,661.86 Lakh. The PAT attributable to shareholders for FY 2021-22 was H 34,633.57 Lakh.

On a standalone basis, the Net Sales/Income from operations achieved during the year is H 1,61,551.18 Lakh compared to H 95,425.81 Lakh in the previous year. The net profit after tax is H 34,667.51 Lakh as compared to H 26,933.65 Lakh in the previous year.

3) SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2022 stood at 1,027.82 lakh. During the financial year 2021-22, there was no change in the Share Capital of the Company. The Company neither has issued any shares nor has granted any Stock Options nor any Sweat Equity Shares during the year.

4) CREDIT RATING:

The Credit Ratings issued by CARE RATINGS LIMITED are CARE AA; Stable (Double AA; Outlook: Stable) for its Long-term/Short-term Bank facilities and CARE A 1 (A One Plus) for its Short-term Bank facilities.

5) TRANSFER TO RESERVE:

During the year under review, no amount was transferred to any Reserve by the Company.

6) STATE OF AFFAIRS:

The Company is engaged in the business of manufacturing of specialty organic intermediaries and monomers.

There has been no change in the business of the Company during the financial year ended March 31, 2022.

7) DIVIDEND:

The Board of Directors has recommended a dividend of H 6.50 (Rupees Six and Fifty Paisa only) per equity share i.e. 650% on the equity shares of H 1/- (Rupees One) each. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of H 6680.83 Lakh.

For FY 2021, the Company paid a total dividend of H 6/- per equity share of the face value of H 1/- each. The total cash outflow for FY 2021 amounted to H 6166.92 Lakh.

The dividend recommended is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is uploaded on the Company''s website at https://vinatiorganics.com/wp-content/uploads/2021/05/ Dividend-Distribution-Policv-12th-Mav-2018.pdf

8) SCHEME OF AMALGAMATION:

The Board of Directors (''Board'') of Vinati Organics Limited at its meeting held on February 2, 2021 has approved Scheme of Amalgamation of Veeral Additives Private Limited (''Transferor Company'') with Vinati Organics Limited (''Transferee Company'') and their respective shareholders under Section 230-232 and other applicable provisions of the Companies Act, 2013 (''Scheme'').

The Company has also received approval from Stock Exchanges on the proposed Scheme from BSE Limited and National Stock Exchange of India Limited vide their Observations Letters dated October 5, 2021.

Presently the proposed Scheme is under consideration with National Company Law Tribunal, Mumbai Bench for their observations (if any) and approval.

The Scheme is subject to the receipt of approval from the requisite majority of the shareholders and creditors of the

Transferor Company and the Transferee Company (together referred to as ''Amalgamating Companies'') (unless dispensed with), approval by the Mumbai Bench of the NCLT having jurisdiction over the Amalgamating Companies, MCA/ROC, Regional Director and such other approvals, permissions and sanctions of regulatory and other statutory authorities / quasijudicial authorities, as may be necessary.

9) SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANY:

Veeral Organics Pvt. Ltd. (VOPL) is wholly owned subsidiary of Vinati Organics Limited (the "Company") other than VOPL the Company does not have any subsidiaries, Associates and Joint Venture Companies.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries in Form AOC-1 is attached to the financial statements and not repeated in this report to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at https://vinatiorganics.com/financial-information.

The financial statements of the subsidiary, as required, are available on the Company''s website and can be accessed at https://vinatiorganics.com/financial-information.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at https://vinatiorganics.com/ wp-content/uploads/2022/06/material-subsidiaries-policy.pdf

10) INSURANCE:

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

Directors & Officer''s Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 the ("the Act") and applicable clauses of the Articles

of Association of the Company Mr. Jayesh Ashar, Director -Operations of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his reappointment as Director - Operations for your approval. The brief profile of Mr. Jayesh Ashar and the resolution for his appointment as Director - Operations are given in the Notice of the 33rd Annual General Meeting (AGM), no other Director(s) and their respective relatives is interested in the said resolution.

The Company has 4 (four) Independent Directors, namely, Mr. J.C Laddha, Mr. Adesh Gupta, Ms. Mona Bhide and Prof. M. Lakshmi Kantam. The Company has received all the applicable declarations under Section under 149(7) of the Act, Rule 6(3) of the Companies (Appointment and Qualification of Directors) 5th Amendment Rules, 2019 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") from each Independent Director. There have been no circumstances affecting their status as Independent Director of the Company. No Director of the Company is disqualified under any law to act as a Director.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel: Shri Vinod Saraf - Chairman, Ms. Vinati Saraf Mutreja - Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal - Director-CSR, Mr. Jayesh Ashar- Director - Operations, Mr. N. K. Goyal - Chief Financial Officer (CFO) and Mr. Milind Wagh - Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

12) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy has been posted on website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ remuneration-policv.pdf

13) DEPOSITS:

For the financial year 2021-2022, the Company did not invite or accept any Deposits within the meaning of Sections 73 and 76 of the Act and the relevant Rules made thereunder as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

14) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company had a total foreign exchange earnings and outgo as provided below during the year ended March 31, 2022:

Foreign Exchange Earnings - H1,10,391.36 Lakh.

Foreign Exchange Outgo - H24,336.70 Lakh.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ''A'' forming part of this report.

16) HUMAN RESOURCE:

The Company has effective HR systems to make the performance appraisals and working more transparent. Greater operational and financial details are shared with the management cadre with a view to having their deeper involvement and for development of human resources. The Company has a Code of Business Ethics for its employees.

The Group''s Corporate Human Recourses function has played and continues to play an integral role in the Company''s talent management process.

The permanent employee strength of the Company was 1009 as on March 31, 2022.

17) QUALITY INITIATIVES:

Sustained commitment to highest levels of quality, best inclass service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING:

The Company''s equity shares are listed at BSE Limited and National Stock Exchange of India Limited. We confirm that

the Listing fee for the financial year 2022 - 23 has been paid. The stock code of the Company at BSE Limited is 524200 and National Stock Exchange of India Limited is VINATIORGA.

19) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company''s operations in future.

20) DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they 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 of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2021 - 22.

21) MATERIAL CHANGES AFTER BALANCE SHEET DATE (MARCH 31, 2022):

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY 21-2022) of the Company to which the Financial Statements relate and the date of this report.

22) CORPORATE GOVERNANCE ANDMANAGEMENT''S DISCUSSION AND ANALYSIS REPORTS:

The Corporate Governance along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Management''s Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexure to this report. (See Annexure ''B'', ''C'' & ''D'')

23) EMPLOYEES:

The Company is required to make disclosure under Section 134 of the Act for its employee drawing remuneration in excess of H1.02 Cr PA or H8.50 Lakh Per month. (See Annexure ''E'')

Employee holding 2% or more of the equity shares himself/ herself or along with his/her spouse:

1. Mr. Vinod Saraf - Executive Chairman -13900582 shares - 13.52%.

2. Mrs. Kavita Vinod Saraf - Spouse -12414456 shares - 12.08%.

24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES:

There has been no change in the class and nature of the business of the Company and its Subsidiary Company.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (CSR) Committee was constituted on May 10, 2014 and was reconstituted on June 13, 2020 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This committee comprises of 4 Directors of the Company.

All the members of Corporate Social Responsibility Committee

i.e. Prof. M. Lakshmi Kantam - Chairperson of the CSR Committee, Mr. Vinod Saraf - Chairman, Ms. Vinati Saraf

Mutreja - Managing Director & CEO, & Ms. Viral Saraf Mittal - Director - CSR have good knowledge and exposure to utilize the Company''s resources towards its Corporate Social Responsibility. The Corporate Social Responsibility policy is available on Company''s website at https://vinatiorganics.com/ wp-content/uploads/2022/02 /csr-policy.pdf

The Company has entered into a MOU with Collective Good Foundation (Samhita) and Swadesh Foundation for CSR activities and has also supported other NGOs for CSR activities.

For the Financial year 2021-2022 the Company was required to spend H790.08 Lakh (around 2% of the average net profits of last three financial years) on CSR activities. Out of which the Company has spent H448.45 Lakh and balance unspent CSR amount of H341.75 Lakh has been transferred to Separate Bank Account i.e. Unspent Corporate Social Responsibility Account (UCSRA) in accordance with Sec 135 of the Companies Act, 2013. The Annual Report on CSR Activities is enclosed as Annexure ''F'' to this Report.

26) ESOP/ ESOS:

During the year under review, the Company did not issue any shares under "VOL Employee Stock Option Plan 2019" ("ESOP 2019"/ "Plan") Scheme of the Company. The ESOP 2019 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (''the SBEB Regulations'').

Pursuant to the approval by the shareholders, the Company can grant upto 200000 options to the eligible employees of the Company under the ESOP 2019.

27) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed thereunder. The Company has formed an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Managing Director & CEO, Ms. Viral Saraf Mittal, Director - CSR and, Advocate Ms. Satyapriya M. Rao - Member to redress complaints received regarding sexual harassment.

The Company has ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

During the period under review, no complaints were received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Sexual Harassment policy posted on the website of

the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/policv-against-sexual-harassment.pdf

28) ANNUAL RETURN:

As per provisions of Section 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is placed on the website of the Company at www.vinatiorganics.com.

29) RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy has been posted on website of the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/risk-management-policy .pdf

30) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans given, Guarantees given, securities provided and investments made by the Company are within the limits prescribed under the Section 186 of the Companies Act, 2013 and details for the same are given in the notes to the financial statements.

31) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Whole-Time Directors	Ratio to median remuneration
1.	Mr. Vinod Banwarilal Saraf, Chairman	32.31
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	22.62
3.	Ms. Viral Saraf Mittal, Director - CSR	12.94
4.	Mr. Jayesh Ashar	20.53

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Sr. No.	Directors, Chief Executive Officer, Chief Financial Officer & Company Secretory	% increase in remuneration in the financial year
1.	Mr. Vinod Banwarilal Saraf, Chairman	10%
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	10%
3.	Ms. Viral Saraf Mittal, Director - CSR	10%
4.	Mr. Jayesh Ashar, Director -Operations	9.42%
5.	Mr. N. K. Goyal, Chief Financial Officer	10%
6.	Mr. Milind Wagh, Company Secretary	10%

c. The percentage increase in the median remuneration of employees in the financial year: 8.67%.

d. The number of permanent employees on the roll of Company: 1009.

e. The explanation on the relationship between average increase in remuneration and Company performance.

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY22 (H in Lakh)	633.00
Revenue (H in Lakh)	161551.18
Remuneration of (KMP) as a	0.39%
percentage of revenue
Profit before tax (PBT) (H in Lakh)	44930.59
Remuneration of (KMP) as % of PBT	1.41%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March	March	%
	31, 2022	31, 2021	change
Market capitalization (H In Lakh)	2004249.98	1438948.70	39.29%
Price earnings ratio	57.83	53.44	8.21%

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

	March 31,	November	%
Particulars	2022 (H)	11, 1991	change
		(IPO)*
Market Price (BSE)	1950	0.67	291045%
Market Price (NSE)	1950	0.67	291045%

* Adjusted for 1:2 bonus issue in 2007, splits of Face Value of shares from H 10/- to H 2/- and from H 2/- to H 1/- in March 11,2009 and February 6, 2020 respectively.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in managerial remuneration was 10% only.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(H in Lakhs)
Name	Total Remun eration	% of revenue 161551.18	% of net profit before tax 44930.59
Mr. Vinod Banwarilal Saraf, Chairman	184.30	0.11	0.41
Ms. Vinati Saraf Mutreja, Managing Director & CEO	137.01	0.08	0.30
Ms. Viral Saraf Mittal, Director - CSR	78.14	0.05	0.17
Mr. Jayesh Ashar, Director - Operations	112.45	0.07	0.25
Mr. N. K. Goyal, Chief Financial Officer	87.67	0.05	0.20
Mr. Milind Wagh, Company Secretary	33.43	0.02	0.07

k. The key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

32) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/Whistle-Blower-Policv.pdf

33) TRANSACTION WITH RELATED PARTIES:

All the 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. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. The details of all such transactions executed with related parties are placed before the Audit Committee on a quarterly basis for their review and are also placed before the Board.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ''G'' in Form AOC - 2 and the same forms part of this report.

34) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, information and functioning, etc.

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 above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

35) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on January 31, 2022 inter-alia to discuss:

(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and NonExecutive Directors. 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. (Annexure ''H'')

36) NUMBER OF MEETINGS OF THE BOARD:

The Board Directors of the Company met five (5) times during the year on 13.5.2021,31.07.2021,08.09.2021, 10.1 1.2021 and 31.01.2022.

37) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

38) AUDIT COMMITTEE:

The Audit Committee comprises Mr. J.C Laddha (Chairman), Mr. Adesh Gupta and Ms. Mona Bhide. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

39) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

40) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act 53084 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2021-22. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

41) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

The Members at the 28th Annual General Meeting of the Company held on July 29, 2017, had appointed M. M. Nissim & Co LLP, Chartered Accountants (Firm Registration No. ICAI/FRN/107122W/W100672) as the Statutory Auditor of the Company to hold office for a term of five years i.e. from the conclusion of the said 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment by the shareholders, every year.

The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Statutory Auditors certifying their independence and arm''s length relationship with your Company, has appointed M. M. Nissim & Co LLP. Chartered Accountants (Firm Registration No. ICAI/FRN/107122W/W100672) as Statutory Auditor of the Company for a Second term of five years i.e. from the conclusion of this 33rd Annual General Meeting until the conclusion of 38th Annual

General Meeting of the Company as mentioned in the Notice. A resolution seeking Member''s approval for appointment of Statutory Auditor for second term forms part of the Notice of 33rd Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2022.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(ii) Cost Auditors and Cost Audit Report:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company and the Audit of the said Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Cost Auditors certifying their independence and arm''s length relationship with your Company, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2022 -23, on such remuneration as mentioned in the Notice of the 33rd Annual General Meeting. A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 33rd Annual General Meeting and the same is recommended for your consideration and ratification.

In accordance with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the financial year ended 31.03.2021 was filed in XBRL on 23.1 1.2021 vide SRN: T59691865 with the Ministry of Corporate Affairs, New Delhi.

During the year under review, the Cost Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(iii) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VKM & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2022. The Secretarial Audit Report issued in this regard is annexed as Annexure ''I''.

The observations made in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(iv) Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2021-2022 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Mishra, Partner of M/s. VKM & Associates, Practising Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2021-22.

42) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

43) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ corporate-policv-on-internal-financial-control.pdf

44) BUSINESS RESPONSIBILITY REPORT:

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility Report is attached and is a part of this Annual Report as set out in Annexure ''J'' of this report and is also available on Company''s website at www.vinatiorganics.com

45) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

1. Deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise

3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries/ other Companies.

4. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

5. Buyback of shares

6. Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Directors'' report unless otherwise stated in the report. The details pertaining to the composition of various committees of the Board including the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee and the details of establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

46) APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co- operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Vinod Saraf

Executive Chairman (DIN: 00076708)

---

Mar 31, 2019

To the Members,

The Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March 2019.

1) FINANCIAL RESULTS:

The summarized position of these results is given below: (Rs. In Lakhs)

	2018-2019	2017-2018
Net Sales/Income from Operations	110814.01	74220.02
Other Income	4995.45	3069.57
Total Income	115809.46	77289.59
Profit before Finance cost, Depreciation &Taxes	45357.04	22794.70
Finance cost	94.40	121.09
Profit before Depreciation & Taxes	45262.64	22673.61
Depreciation & Amortisation Expense	2738.56	2336.26
Profit before Taxation	42524.08	20337.35
Provision for Taxation- Current	13861.73	5555.71
Deferred	371.30	1130.63
Earlier year adjustment	42.21	(737.11)
Profit for the year	28248.84	14388.12
Items that will be reclassified to profit or loss re-measurements of defined benefit plans	1.00	(18.37)
Income Tax relating to items that will not be reclassified to profit or loss	(0.35)	6.36
Total other comprehensive income for the year, net of tax	0.65	(12.01)
Net Profit for the year	28249.49	14376.11

2) REVIEW OF OPERATIONS:

The Net Sales/Income from operations during the year has gone up by 49.30% to RS.110814.01 Lakhs from RS.74220.02 Lakhs.

3) STATE OF AFFAIRS:

The Company is engaged in the business of manufacturing of specialty organic intermediaries and monomers.

There has been no change in the business of the Company during the financial year ended 31st March, 2019.

4) DIVIDEND:

Your Directors are pleased to recommend a dividend of 350% i.e. RS.7.00 per equity share.

The total outgo on dividend account will be RS.4336.82 Lakhs (inclusive of dividend distribution tax).

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with regulation 43 A of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015. The Policy is annexed as Annexure ‘A’ forming part of this Board Report and also uploaded on the Company’s Website at http://vinatiorganics.com

5) SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

6) PROSPECTS:

The site work related to increase in ATBS manufacturing capacity as well as augmenting downstream processing (TBA/ Polymer) capacity at Lote is in full swing. The Company plans to increase the production capacity of ATBS from existing 26000 TPA to 40000 TPA.

The total expenditure expected for this expansion is about RS.110 Crores. The expansion is likely to be completed in Q2 FY 20.

Butyl Phenols (Isobutylene Based Downstream Products): Work related to Butyl Phenol Project is in full swing at Lote site and is also expected to be commissioned in Q2 FY 20.

7) TURNOVER AND PROFIT (OPERATING RESULTS):

The Company achieved gross turnover of RS.110814.01 Lakhs as compared to RS.74220.02 Lakhs in the previous year up by 49.30%. The net profit after tax increased to RS.28248.84 Lakhs as compared to RS.14388.12 Lakhs in the previous year up by 96.33%

8) INSURANCE:

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. Are properly insured.

9) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sunil Saraf Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

During the year, Mr. Girish M. Dave relinquished the position of Independent Director & Chairman with effect from October 27, 2018 due to completion of 80 years of age. The Board appreciated his valuable advice and guidance to the Company from time to time during the tenure of his terms of office as director of the Company.

During the financial year 2018 - 19, Mr. Vinod Saraf has resigned from the positon of Managing Director of the Company with effect from 27th October, 2018. Further he has been appointed as Whole-time Director and the Chairman of the Board, designated as -Chairman & Executive Director- for the period of 5 years with effect from 27^th October, 2018, by the Board of directors of the Company in its meeting held on 27th October, 2018 on the recommendation of the Nomination & Remuneration Committee, which is subject to approval of the Shareholders of the Company in their Annual General Meeting.

Further, Ms. Vinati Saraf Mutreja has resigned from the positon of Whole-time Director, designated as -Executive Director- of the Company with effect from 27th October, 2018 and has been appointed as Managing Director and Chief Executive Officer (-MD & CEO-) for the period of 5 years with effect from 27th October, 2018, by the Board of directors of the Company in its meeting held on 27th October, 2018 on the recommendation of the Nomination & Remuneration Committee, which is subject to approval of the Shareholders of the Company in their Annual General Meeting.

Ms. Viral Saraf Mittal was appointed as Whole Time Director designated as Director - Corporate Strategy of the Company for a period from 19th May 2014 to 18th May 2019. Her term as Whole time director expires on 18th May 2019 and has been re-appointed as Whole Time Director, designated as Director - CSR & Corporate Strategy for further period of 5 years w. E.f. 19th May 2019 by the Board of directors of the Company in its meeting held on 11th May, 2019 on the recommendation of the Nomination & Remuneration Committee, which is subject to approval of the Shareholders of the Company in their Annual General Meeting.

As per Section 152 (6) (e) total number of directors did not include independent directors. Mr. R. K. Saraswat, Mr. A. A. Krishnan and Mr. C. B. Gokhale, as they held term upto five consecutive years on the Board of the Company, i.e. Up to 31.03.2019.

Mr. R. K. Saraswat has been re- appointed as Independent Director for Next Term For the Period of One Year w.e.f. 1st April 2019 to 31st March 2020 and has been approved by the shareholders by passing Special Resolution through Postal Ballot.

The Board of Directors has appointed:

(1) Smt. Mona Bhide as a Non-Executive and woman Independent Director of the Company w. E. F. 27th October 2018.

(2) Mr. Adesh Kumar Gupta as a Non-Executive and Independent Director of the Company w. E. F. 11th May 2019 and

(3) Dr. Prof.Mannepalli Lakshmi Kantam as a Non-Executive and woman Independent Director of the Company w. E. F. 11th May 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (-SEBI Listing Regulations-). There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary Relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel

Shri Vinod Saraf - Chairman , Ms. Vinati Saraf Mutreja - Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal - Director-CSR & Corporate Strategy, Mr. NK Goyal - Chief Financial Officer (CFO) , Mr. Jayesh Ashar- Chief Operating Officer (COO) and Mr. Milind Wagh - Company Secretary, are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Mr. Gunvant S. Singhi - Company Secretary & Compliance officer of the Company has retired from the Company w .e. F. 31st July, 2018. Board places on record its deep appreciation for the excellent contributions made by Mr. Gunvant S. Singhi during his tenure.

Mr. Milind Wagh has been appointed as Company Secretary & Compliance officer of the Company w. E. F. 1st August, 2018.

10) AUDITORS’ REPORT :

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2019.

11) COST AUDITORS:

As per Section 139 of the Companies Act, 2013, M/s. N. Ritesh & Associates have been appointed as a Cost Auditor for the year ending on 31.03.2020, subject to the approval of Central Government, if required.

The Audit Committee has received a Certificate from the Cost Auditors certifying their independence and arm’s length Relationship with your Company. In accordance with Cost Audit (Report) Rules, 2001, the due date for filing the Cost Audit Report in XBRL for the financial year ended 31.03.2018 was 28.02.2019 and the same was filed on 23.11.2018 vide SRN No.: RS.29272747 with the Ministry of Corporate Affairs, New Delhi.

12) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy has been posted on website of the Company at www.vinatiorganics.com.

13) FIXED DEPOSITS:

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

14) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company had a total foreign exchange earnings and outgo as provided below during the year ended 31st, March 2019:

Foreign Exchange Earnings - RS.81255.76 Lakhs Foreign Exchange Outgo - RS.18112.03 Lakhs

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134 (3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ‘B’ forming part of this report.

16) HUMAN RESOURCE:

The Company believes that Human Resources play a very critical role in its growth. Its management has infused a lot of rigor, intensity in its people Development Processes and in honing skill sets. Various initiatives have been launched to provide growth opportunities to Employees. For the development of the Employees, the Company has created a structured training framework for the employees to ensure their ongoing education.

The Group’s Corporate Human Recourses function has played and continues to play an integral role in the Company’s talent management process.

17) QUALITY INITIATIVES:

Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING:

The Company’s equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2019-2020 has been paid to them. The stock code of the company at BSE is 524200 and NSE is VINATIORGA.

19) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

20) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

Ii. They 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 or loss of the Company for that period;

Iii. They 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;

Iv. They have prepared the annual accounts on a going concern basis;

V. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

Vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2018-19.

21) DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all of its Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

22) MATERIAL CHANGES AFTER BALANCE SHEET DATE (31ST MARCH, 2019):

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY19) of the Company to which the Financial Statements relate and the date of this report.

23) CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTS :

The Corporate Governance and Management’s Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexures to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,. (See Annexures ‘C’, ‘D’ & ’E’)

24) EMPLOYEES:

The Company is required to make disclosure under section 134 of the Companies Act, 2013 for its employee drawing remuneration in excess of RS.1.02 Cr P. A. Or RS.8.50 Lakhs Per month. (See Annexure ‘F’)

Employee holding 2% or more of the equity shares by himself/ herself or along with his/her spouse:

1. Mr. Vinod Saraf - Managing Director - 6950291 shares - 13.52%

2. Mrs. Kavita Vinod Saraf - Spouse - 6207228 shares - 12.08%

25) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES:

There has been no change in the class and nature of the business of the Company. The Company does not have any Subsidiary Company.

26) CORPORATE DEVELOPMENT:

The Company had sought the approval of the shareholders by way of a Special Resolution through notice of postal ballot dated January 30, 2019 for Reappointment of Mr. R.K. Saraswat as Independent Director of the Company for the period of one year w .e. F. 1st April 2019, which was duly passed and the results of which were announced on March 14, 2019. Mr. Vijay Mishra (Membership No. FCS 5023) of VKM and Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner.

27) COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company as on 31st March, 2019 comprised the following 3 Directors of the Company:

1. Mr. R. K. Saraswat: Independent Director - Chairman

2. Ms. Mona Bhide : Independent Director - Member

3. Mr. C.B. Gokhale: Independent Director - Member

28) ESOP/ ESOS:

The Company has not issued any ESOP or ESOS.

29) SWEAT EQUITY:

The Company has not issued any sweat equity.

30) PREFERENTIAL ALLOTMENT:

The Company has not issued any shares as a preferential allotment.

31) REDEMPTION OF SHARES/ DEBENTURES:

The Company has not redeemed any Shares or Debentures.

32) DISQUALIFICATION OF DIRECTOR:

No Director of the Company is disqualified under any law to act as a Director.

33) CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee was constituted on 10th May, 2014 and reconstituted on 26th February, 2015 as per Section 135 of the Companies Act, 2013 (-the Act-) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This committee comprises of 4 Directors of the Company.

All the members of Corporate Social Responsibility Committee mentioned above i.e. Mr. Vinod Saraf, Chairman, Mr. R. K. Saraswat, Director, Ms. Vinati Saraf Mutreja, Managing Director & CEO & Ms. Viral Saraf Mittal, Director-CSR & Corporate Strategy have good knowledge and exposure to utilize the Company’s resources towards its corporate Social Responsibility. The Corporate Social Responsibility policy is available on Company’s website.

The average profit of the Company for last three years is RS.19821.96 Lakhs. Prescribed CSR expenditure is RS.396.44 Lakhs. Details of CSR spent during the financial year 201819 are as per Annexure ‘G’ enclosed. Amount unspent during the year is RS.116.24 Lakhs as good projects were not found till 31.03.2019. The Corporate Social Responsibility (CSR) policy of the Company has been posted on website of the Company at www.vinatiorganics.com.

34) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (-Prevention of Sexual Harassment of Women at Workplace Act-) and Rules framed there under and an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Managing Director & CEO, Ms. Viral Saraf Mittal,. Director - CSR & Corporate Strategy and Ms. Priyanka Kheruka, Member has also been set up to redress complaints received regarding Sexual harassment.

The Company has ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

During the financial year 2018-19, the Company received no complaints. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Sexual Harassment policy posted on the website of the Company at www.vinatiorganics.com

35) EXTRACT OF ANNUAL RETURN- MGT - 9:

Extract of Annual Return for financial year ended 31.03.2019 (Pursuant to section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014) in the prescribed Form No. MGT-9 is given in the (Annexure ‘H’) which is a part of this report. The same is available on website of the Company at www.vinatiorganics.com

36) SECRETARIAL AUDIT REPORT:

To comply with the provisions of Section 204 of the Companies Act, 2013 we enclose herewith Secretarial Audit Report received from M/s. VKM & Associates, Practicing Company Secretary for the year ended 31st March, 2019 (Annexure ‘I’). The same does not contain any adverse remarks.

37) RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy has been posted on website of the Company at www.vinatiorganics.com.

38) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company had not given any loans and guarantees. The Company had made investments amounting to RS.9647.34 Lakhs as given below:

In mutual fund units	Rs. In Lakhs)
1,69,32,057.98 Units HDFC Arbitrage Wholesale Direct -DM	1771.60
1,09,05,356.18 Units ICICI Prudential Equity Arbitrage Direct-D	1580.34
99,44,215.02 Units Kotak Equity Arbitrage Direct-DM	1094.62

15,24,739.51 Units Kotak Saving Direct Growth	465.85
Non Convertible Debenture
200 Units (Face Value RS.10,00,000.00) India Infoline NCD	2097.77
1942 Units (Face Value RS.1,00,000.00) Edelweiss Finvest NCD	2106.84
50 Units (Face Value RS.10,00,000.00) HDB Financial Services NCD	530.32
Total	9647.34

39) DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

40) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Whole-time directors	Ratio to median remuneration
1.	Mr. Vinod Banwarilal Saraf, Chairman	30.63
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	21.45
3.	Ms. Viral Saraf Mittal, Director - CSR & Corporate Strategy	12.27

B. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Sr. No.	Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
1.	Mr. Vinod Banwarilal Saraf, Chairman	10%
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	10%
3.	Ms. Viral Saraf Mittal, Director - CSR & Corporate Strategy	10%
4.	Mr. Jayesh Ashar, Chief Operating Officer	12.3%

5.	Mr. N. K. Goyal, Chief Financial Officer	11.3%
6.	Mr. G. S. Singhi, Company Secretary cum Finance Controller (up to 31.07.2018)	10%
7.	Mr. Milind Wagh, Company Secretary appointed w. E. F. 01.08.2018	NIL

C. The percentage increase in the median remuneration of employees in the financial year: 12%

D. The number of permanent employees on the roll of Company: 817

E. The explanation on the Relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

F. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY19 (Rs. In Lakhs)	478.55
Revenue (Rs. In Lakhs)	110814.01
Remuneration of (KMP) as a percentage	0.43
Of revenue
Profit before tax (PBT) (Rs. In Lakhs)	42524.08
Remuneration of (KMP) as % of PBT	1.13

G. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2019	March 31, 2018	% Change
Market capitalization	845896.27	462519.23	83%
(Rs. In Lakhs)
Price earnings ratio	29.94	27.97	Nil

H. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

	March 31,	November	% Change
Particulars	2019	11, 1991
	(Rs.)	(IPO)*
Market Price (BSE)	1646	1.33	123759
Market Price (NSE)	1644	1.33	123609

* Adjusted for 1:2 bonus issue in 2007 and split of Face Value of shares from RS.10/- to RS.2/- face value in 2009.

I. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in managerial remuneration was 10% only.

J. Comparison of a remuneration of the key managerial personnel against the performance of the Company:

(Rs. In Lakhs)

Particulars	Total Remuneration	% of revenue 110814.01	% of net profit before tax 42524.00
Mr. Vinod Banwarilal Saraf, Chairman	138.60	0.12	0.33
Ms. Vinati Saraf Mutreja, Managing Director & CEO	104.62	0.09	0.25
Ms. Viral Saraf Mittal, Director - CSR & Corporate Strategy	59.00	0.05	0.14
Mr. Jayesh Ashar, Chief Operating Officer	83.04	0.07	0.20
Mr. N. K. Goyal, Chief Financial Officer	64.34	0.06	0.15
Mr. G. S. Singhi, Company Secretary cum Finance Controller (up to 31.07.2018)	10.42	0.01	0.02
Mr. Milind Wagh, Company Secretary (from 01.08.2018)	17.05	0.01	0.04

K. The key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

L. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

M. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

N. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. [Annexure ‘J’]. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

41) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.vinatiorganics.com.

42) TRANSACTION WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ‘K’ in Form AOC-2 and the same forms part of this report.

43) BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regu1ations,2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board meetings, information and functioning, etc.

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 above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee (-NRC-) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

44) INDEPENDENT DIRECTORS’ MEETING:

The Independent Directors of the Company met on 28th March, 2019, inter-alia to discuss:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. 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. (Annexure ‘L’)

45) NUMBER OF MEETINGS OF THE BOARD:

Four meetings of the board were held during the year dated 12.05.2018, 06.08.2018, 27.10.2018 & 30.01.2019. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

46) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

47) AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

48) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

49) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act, 27,344 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2018-19. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

50) AUDITORS:

(i) Statutory Auditors:

The Members at the 28th Annual General Meeting of the Company held on 29th July, 2017, had appointed M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122/W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company to be held in 2022, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing Annual General Meeting.

(ii) Cost Auditors:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records is applicable to the Company and the Audit of the said Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2019-20, on such remuneration as mentioned in the Notice of the 30th Annual General Meeting. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 30th Annual General Meeting and the same is recommended for your consideration and ratification.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VKM & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2019. The Secretarial Audit Report issued in this regard is annexed as Annexure - H. The Auditors’ Report and the Secretarial Audit Report for the financial year ended 31st March, 2019 do not contain any qualification or reservation or adverse remark.

51) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on website of the Company at www.vinatiorganics.com

52) BUSINESS RESPONSIBILITY REPORT:

As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility Report is attached and is a part of this Annual Report as set out in Annexure ‘M’ of this report and is also available on Company’s website www.vinatiorganics.com

53) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

1. Deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise

3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries/ other Companies.

4. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future.

5. Buyback of shares

6. Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report unless otherwise stated in the report The details pertaining to the composition of various committees of the Board including the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee and the details of establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

54) AWARDS:

The Award received by Ms. Vinati Saraf Mutreja as Outstanding Women Entrepreneur from The Economic Times family business awards. The Company appreciates her efforts and congratulated to Ms. Vinati Saraf Mutreja.

55) APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, cooperation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Vinod Saraf

Chairman

Mumbai, 11th May 2019 (DIN: 00076708)

---

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting their Twenty ninth Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st MarcRs.2018.

1) FINANCIAL RESULTS

The summarised position of these results is given below:

(Rs. in Lacs)

	2017-2018	2016-2017
Net Sales/Income from Operations	75587.44	68133.32
Other Income	1702.15	1248.34
Total Income	77289.59	69381.66
Profit before Finance cost, Depreciation & Taxes	22794.70	22943.34
Finance cost	121.09	186.25
Profit before Depreciation & Taxes	22673.61	22757.09
Depreciation & Amortisation Expense	2336.26	2160.56
Profit before Taxation	20337.35	20596.53
Provision for Taxation - Current	5555.71	4784.38
Deferred	1130.63	2010.99
Earlier year adjustment	(737.11)	(226.35)
Profit for the year	14388.12	14027.51
Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
Remeasurements of Defined benefit plans	(18.37)	(222.47)
Income Tax relating to items that will not be reclassified to profit or loss	6.36	76.99
Total other comprehensive income for the year, net of tax	(12.01)	(145.48)
Net Profit for the year	14376.11	13882.03

2) REVIEW OF OPERATIONS

The net sales/Income from operations during the year has gone up to Rs.75587.44 Lacs from Rs. 68133.32 Lacs.

3) DIVIDEND

Your Directors are pleased to recommend a dividend of 225% i.e. Rs.4.50 per equity share.

The total outgo on dividend account will be Rs.2787.96 Lacs (inclusive of dividend distribution tax).

The dividend is tax free in the hands of the shareholders.

4) SUBSIDIARY COMPANY

The Company does not have any subsidiary company,

5) PROSPECTS

To further its growth plans the company is undertaking capital expenditure of around Rs.300 crores towards the below mentioned projects.

- Butyl Phenols (Isobutylene Based Downstream Products): Work related to Butyl Phenol Project is in full swing at Lote site.

- The debottlenecking of ATBS capacity from 26000 TPA to 30000 TPA, expected to be ready by 1st September, 2018.

6) TURNOVER AND PROFIT (OPERATING RESULTS)

The Company achieved gross turnover of Rs.77322.53 Lacs as compared to Rs. 68820.34 Lacs in the previous year. The net profit after tax increased to Rs.14388.12 Lacs as compared to Rs. 14027.51 Lacs in the previous year.

7) INSURANCE

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

8) DIRECTORS

As per Section 149(4) of the Companies Act, 2013 every listed company shall have atleast one third of the total number of directors as independent directors. They shall hold office for a term upto five consecutive years on the Board of the Company as per section 149(10).

As per Section 152 (6) (e) total number of directors shall not include independent directors. Mr. Girish M. Dave, Mr R. K. Saraswat, Mr. A. A. Krishnan and Mr. C. B. Gokhale, as they shall hold a term upto five consecutive years on the Board of the Company, i.e. upto 31.03.2019.

Out of remaining 5 directors 3 are executive directors. Therefore Mr. Mohit Mutreja and Mr. Sunil Saraf retire at the ensuing Annual General Meeting and being eligible for re-appointment. Mr. Sunil Saraf offers himself for reappointment and Mr. Mohit Mutreja does not offer for reappointment.

9) AUDITORS’ REPORT

The observations of the present Auditors as referred to in the Auditors’ Report are suitably explained in the Notes to the Accounts.

10) COST AUDITORS

As per Section 139 of the Companies Act, 2013, M/s. N. Ritesh & Associates have been appointed as a Cost Auditor for the year ending on 31.03.2019, subject to the approval of Central Government, if required.

The Audit Committee has received a Certificate from the Cost Auditors certifying their independence and arm’s length relationship with your Company. In accordance with Cost Audit (Report) Rules, 2001, the due date for filing the Cost Audit Report in XBRL for the financial year ended 31.03.2017 was 28.02.2018 and the same was filed on 19.02.2018 vide SRN No.: G77048379 with the Ministry of Corporate Affairs, New Delhi.

11) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy has been posted on website of the Company at www.vinatiorganics.com.

12) FINANCE

The long term borrowings are raised through External Commercial Borrowings (ECBs) and Foreign Currency Term Loan (FCTL) from Banks and Financial Institutions.

13) FIXED DEPOSITS

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

14) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ‘A’ forming part of this report.

15) HUMAN RESOURCE

The Company believes that Human Resources play a very critical role in its growth. Its management has infused a lot of rigor, intensity in its people Development Processes and in honing skill sets. Various initiatives have been launched to provide growth opportunities to Employees. For the development of the Employees, the Company has created a atructured training framework for its employees to ensure their ongoing education.

The Group’s Corporate Human Recourses function has played and continues to play an integral role in its Company’s talent management process

16) QUALITY INITIATIVES

Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year

17) LISTING

The Company’s equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2017-2018 has been paid to them. The stock code of the company at BSE is 524200 and NSE is VINATIORGA.

18) DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicabLe accounting standards have been followed material departures in adoption of these standards;

ii. they 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 or loss of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicabLe laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

19) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all of its Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

20) MATERIAL CHANGES AFTER BALANCE SHEET DATE (31ST MARCH, 2018)

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY18) of the Company to which the Financial Statements relate and the date of this report.

21) CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTS

TThe Corporate Governance and Management’s Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexures to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See Annexures ‘B’, ‘C’ & ’D’)

22) EMPLOYEES

The Company is required to make disclosure under section 134 of the Companies Act, 2013 for its employee drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month. (See Annexure ‘E’)

Employee holding 2% or more of the equity shares by himself/herself or along with his/her spouse:

1. Mr. Vinod Saraf - Managing Director - 6950291 shares - 13.52%

2. Mrs. Kavita Vinod Saraf - Spouse - 6207228 shares -12.08%

23) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES

There has been no change in the class and nature of the business of the Company. The Company does not have any Subsidiary Company.

24) CORPORATE DEVELOPMENT:

Pursuant to the Company’s Letter of Offer dated 6th October 2017, a buy-back of 2,00,000 fully paid equity shares @ Rs. 1,200 per share were offered and accepted for buyback. The buyback process was completed by extinguishment of the surrendered shares and the Company has complied with all the requirements of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 as in connection with the Company’s buyback of shares.

25) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2018 comprised the following 3 Directors of the Company:

1. Mr. R. K. Saraswat: Independent Director - Chairman

2. Mr. Girish M. Dave: Independent Director - Member

3. Mr. C.B. Gokhale: Independent Director - Member

26) ESOP/ ESOS

The Company has not issued any ESOP or ESOS.

27) SWEAT EQUITY

The Company has not issued any sweat equity.

28) PREFERENTIAL ALLOTMENT

The Company has not issued any shares as a preferential allotment.

29) REDEMPTION OF SHARES/ DEBENTURES

The Company has not redeemed any Shares or Debentures.

30) SHAREHOLDER’S RESOLUTION

Employee Stock Option Scheme, 2008 for 2,00,000 equity shares face value of Rs.10/- each was approved in annual general meeting held on 27.09.2008. So far same is not implemented. Same is being reconsidered.

31) DISQUALIFICATION OF DIRECTOR

No Director of the Company is disqualified under any law to act as a Director.

32) INSIDER TRADING PROCEEDINGS/ ENQUIRY

Letter was received from SEBI inquiring about of purchase of equity shares by two employees on 29.02.2012 and same was replied on 5th March, 2012. Letter was written to SEBI for purchase of equity shares by one employee on 06.06.2012. And as on date we have not received any further communication.

33) CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee was constituted on 10th May, 2014 and reconstituted on 26th February, 2015 as per Clause 49 of Listing Agreement for Corporate Governance. This committee comprises of 4 directors of the Company.

All the members of Corporate Social Responsibility Committee mentioned above i.e. Mr. Vinod Saraf, Managing Director, Mr. R. K. Saraswat, Director, Ms. Vinati Saraf Mutreja, Executive Director & Ms. Viral Saraf Mittal, Director - Corporate Strategy have good knowledge and exposure to utilize the Company’s resources towards its corporate social responsibility. The Corporate Social Responsibility policy is available on Company’s website.

The average profit of the Company for last three years is Rs.18835.60 Lacs. Prescribed CSR expenditure is Rs.376.71 Lacs. Details of CSR spent during the financial year 201718 are as per Annexure ‘F’ enclosed. Amount unspent during the year is Rs.307.53 Lacs as good projects were not found till 31.03.2018. The Corporate Social Responsibility (CSR) policy of the Company has been posted on website of the Company at www.vinatiorganics.com.

34) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Prevention of Sexual Harassment of Women at Workplace Act”) and Rules framed there under and an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Executive Director, Ms. Viral Saraf Mittal,. Director - Corporate Strategy and Ms. Priyanka Kheruka, Member has also been set up to redress complaints received regarding sexual harassment.

The Company has ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

During the financial year 2017-18, No complaints were received by the Company. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Sexual Harassment policy of the Company has been posted on website of the Company at www.vinatiorganics.com.

35) MGT - 9

Extract of Annual Return for financial year ended 31.03.2018 (Pursuant to section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014) in Form No. MGT-9 is enclosed (Annexure ‘G’).

36) SECRETARIAL AUDIT REPORT

To comply with the provisions of Section 204 of the Companies Act, 2013 we enclose herewith Secretarial

Audit Report received from M/s. VKM & Associates, Practicing Company Secretary for the year ended 31st March, 2018 (Annexure ‘H’).

37) RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy has been posted on website of the Company at www.vinatiorganics.com.

38) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company had not given any loans and guarantees. The Company had made investments in mutual fund units amounting to Rs.11770.23 Lacs as given below:

In mutual fund units

727,312 Units (31st March, 2017 - 0)
Mutual Fund Units of Kotak Select Focus	Rs.231.41 Lacs
fund
17,063 Units (31st March, 2017 - 0)
Mutual Fund Units of ICICI Prudential	Rs.18.04 Lacs
Flexible Income
95,230 Units (31st March, 2017 - 0)
Mutual Fund Units of Kotak Treasury	Rs.9.67 Lacs
Advantage Fund
34,557,634 Units (31st March, 2017 - 0)
Mutual Fund Units of ICICI Prudential	Rs.4713.32 Lacs
Equity Arbitrage Fund
53,679,556 Units (31st March, 2017 - 0)
Mutual Fund Units of Kotak Equity	Rs.5739.31 Lacs
Arbitrage Fund
9,983,316 Units (31st March, 2017 - 0)
Mutual Fund Units of Edelweiss Arbitrage	Rs.1058.48 Lacs
Fund
Total	Rs.11770.23
	Lacs

39) DEPOSITS FROM PUBLIC

This Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

40) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr.	Whole-time directors	Ratio to median
No.		remuneration
1.	Mr. Vinod Banwarilal Saraf, Managing Director & CEO	31.10
2.	Ms. Vinati Saraf Mutreja, Executive Director	21.77
3.	Ms. Viral Saraf Mittal, Director -Corporate Strategy	12.44

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Sr. No.	Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary etc.	% increase in remuneration in the financial year
1.	Mr. Vinod Banwarilal Saraf, Managing Director & CEO	10%
2.	Ms. Vinati Saraf Mutreja, Executive Director	10%
3.	Ms. Viral Saraf Mittal, Director -Corporate Strategy	10%
4.	Mr. Jayesh Ashar, Chief Operating Officer	13.2%
5.	Mr. N. K. Goyal, Chief Financial Officer	11.7%
6.	Mr. G. S. Singhi, Company Secretary cum Finance Controller	10.9%

c. The percentage increase in the median remuneration of employees in the financial year: 4%

d. The number of permanent employees on the roll of Company: 710

e. The explanation on the relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY18 (Rs. in Lacs)	433.45
Revenue (Rs. in Lacs)	75587.44
Remuneration of (KMP) as a percentage of revenue	0.57%
Profit before tax (PBT) (Rs. in Lacs)	20337.35
Remuneration of (KMP) as % of PBT	2.13%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	MarcRs.31, 2018	MarcRs.31, 2017	% change
Market capitalization (Rs. In Lacs)	462519.23	391059.97	18%
Price earnings ratio	27.97	28.07	Nil

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	MarcRs.31, 2018	November 11,	% change
	(J)	1991 (IPO)*
Market Price (BSE)	900	1.33	67569
Market Price (NSE)	903	1.33	67795

* Adjusted for 1:2 bonus issue in 2007 and split of Face Value of shares from Rs.10/- to Rs.2/- face value in 2009.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in managerial remuneration was 10% only.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(Rs. in Lacs)

Name	Total Remuneration	% of revenue 75587.44	% of net profit before tax 20337.35
Mr. Vinod Banwarilal Saraf, Managing Director & CEO	125.96	0.16	0.62
Ms. Vinati Saraf Mutreja, Executive Director	96.28	0.13	0.47
Ms. Viral Saraf Mittal, Director - Corporate Strategy	53.92	0.07	0.27
Mr. Jayesh Ashar, Chief Operating Officer	73.66	0.10	0.36
Mr. N. K. Goyal, Chief Financial Officer	57.46	0.08	0.28
Mr. G. S. Singhi, Company Secretary cum Finance Controller	26.17	0.03	0.13

k. The key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. [Annexure ‘I’]. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

41) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.vinatiorganics. com.

42) TRANSACTION WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ‘J’ in Form AOC-2 and the same forms part of this report.

43) BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Clause 49 of the Listing Agreements (“Clause 49”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board meetings, information and functioning, etc.

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 Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

44) INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on 31^st March, 2018, inter-alia to discuss:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. 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. (Annexure ‘K’)

45) NUMBER OF MEETINGS OF THE BOARD

Four meetings of the board 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.

46) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

47) AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

48) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the Rules made there under.

49) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act, 5,59,812 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2017-18. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

50) AUDITORS:

(i) Statutory Auditors:

The Members at the 28th Annual General Meeting of the Company held on 29th July, 2017, had appointed M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. 107122/W) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company to be held in 2022, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is not included in the Notice of the ensuing Annual General Meeting.

(ii) Cost Auditors:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 201819, on such remuneration as mentioned in the Notice of the ensuing Annual General Meeting. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 30th Annual General Meeting and the same is recommended for your consideration and ratification.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Rules made there under, the Company had appointed M/s. VKM & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report issued in this regard is annexed as Annexure - H. The Auditors’ Report and the Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain any qualification or reservation or adverse remark

51) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on website of the Company at www.vinatiorganics.com.

52) BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report is set out in Annexure ‘L’ of this report and is also available on Company’s website.

53) AWARDS:

Financial Express CFO of the year 2018 awarded in the medium enterprises category to Mr. N. K. Goyal. The Company appreciates his efforts and congratulated to Mr. N. K. Goyal.

54) APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Mumbai Girish M. Dave

12th May 2018 Non-Executive Chairman

---

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2017.

1) FINANCIAL RESULTS

The summarized position of these results is given below:

__(Rs in Lacs)

		2016-2017	2015-2016
Net sales up by 6%	Net Sales/Income from Operations	66632.99	63094.80
	Other Income	956.48	615.80
	Total Income	67589.47	63710.60
EBITDA up by 7%	Profit before Finance cost, Depreciation & Taxes	22875.89	21293.44
	Finance cost	275.32	785.94
	Profit before Depreciation & Taxes	22600.57	20507.50
	Depreciation & Amortization Expense	2136.83	1851.79
	Profit before Taxation	20463.74	18655.71
	Provision for Taxation - Current	4707.39	5298.14
	Deferred	1881.39	710.89
	Provision for earlier year W/back/Provided	(55.26)	(510.50)
PAT up by 6%	Net Profit	13930.22	13157.18
	Balance brought forward	44031.90	34708.47
	Less: Adjustment on account of depreciation	-	-
	Balance available for appropriations	57962.12	47865.65
	Appropriations
	Interim dividend on equity shares for the year	-	1805.68
	Proposed dividend on equity shares for the year	-	257.96
	Dividend distribution tax	-	420.11
	Transfer to General Reserve	-	1350.00
	Surplus carried to Balance sheet	57962.12	44031.90

2) REVIEW OF OPERATIONS

The net sales/Income from operations during the year has gone up to Rs. 66632.99 Lacs from Rs.63094.80 Lacs.

The Company''s profit before tax has gone up from Rs. 18655.71 Lacs in previous year to Rs.20463.74 Lacs in current year registering growth of 10%.

3) DIVIDEND

Your Directors are pleased to recommend a dividend of 25% i.e. Re.0.50 per equity share.

The total outgo on dividend account will be Rs.310.47 Lacs (inclusive of dividend distribution tax).

The dividend is tax free in the hands of the shareholders

4) SUBSIDIARY COMPANY

The Company does not have subsidiary company.

5) PROSPECTS

To further its growth plans the company is undertaking capital expenditure of around Rs.800 crores towards the below mentioned projects:

- New Plant to produce p-Amino Phenol (PAP) which is starting material for Paracetamol, in a new plot at MIDC Mahad

- New plant to manufacture Isobutyl AcctoPhenone (IBAP) which is the intermediary between IBB & Ibuprofen

- New Plant to produce Isobutylene based Phenol derivatives like p-Tert Butyl Phenol (PTBP), o-Tert Butyl Phenol (OTBP), 2,4-Di-tert Butyl Phenol (2,4 DTBP), 2,6-Di-tert Butyl Phenol (2,6 DTBP) at Lote. The Company has already purchased plot for this project adjacent to existing plot.

6) TURNOVER AND PROFIT (OPERATING RESULTS)

The Company achieved gross turnover of Rs.68820.34 Lacs as compared to Rs.61632.62 Lacs in the previous year. The net profit after tax increased to Rs.13930.22 Lacs as compared to Rs.13157.18 Lacs in the previous year.

7) INSURANCE

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

8) DIRECTORS

As per Section 149(4) of the Companies Act, 2013 every listed company shall have at least one third of the total number of directors as independent directors. They shall hold office for a term up to five consecutive years on the Board of the Company as per section 149(10).

As per Section 152(6)(e) total number of directors shall not include independent directors. Mr. Girish M. Dave, Mr. R. K. Saraswat, Mr. A. A. Krishnan and Mr. C. B. Gokhale, as they shall hold a term upto five consecutive years on the Board of the Company, i.e. up to March 31, 2019.

Out of remaining 5 directors 3 are executive directors. Therefore Mr. Sunil Saraf and Mr. Mohit Mutreja retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

9) AUDITORS

M/s. Karnavat & Co., Chartered Accountants (Firm Registration No. 104863W) were first appointed as auditors at Company''s 2nd AGM held on 20th August, 1991. Currently, they are holding office of the auditors up to conclusion of the 28th AGM. As per second provision to Section 139(2) of the Companies Act, 2013, a transition period of three years from the commencement of the Companies Act, 2013 is provided to appoint a new auditor if the existing auditor''s firm has completed two terms of five consecutive years. Accordingly, as per the said requirements of the Companies Act, 2013, M/s. M. M. Nissim & Co., Chartered Accountants (Firm Registration No. ICAI/FRN/107122W) are proposed to be appointed as auditors for a period of five years commencing from the conclusion of 28th AGM till the conclusion of the 33rd AGM, by shareholders, as may be applicable, in place of M/s. Karnavat & Co., Chartered Accountants. M/s. M. M. Nissim & Co., Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors recommend the appointment of M/s. M. M. Nissim & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the 28th AGM till the conclusion of 33rd AGM, to the shareholders.

Members are requested to appoint Auditors for a term of 5 (five) years and to authorize the Board of Directors to fix their remuneration. At previous meeting, M/s. Karnavat & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting. The said statutory auditors retire at the ensuing Annual General Meeting and being eligible under section 139 of the Companies Act, 2013, offer themselves for re-appointment.

10) AUDITORS’ REPORT

The observations of the present Auditors as referred to in the Auditors'' Report are suitably explained in the Notes to the Accounts.

11) COST AUDITOR

As per Section 139 of the Companies Act, 2013, M/s. N. Ritesh & Associates have been appointed as a Cost Auditor for the year ending on March 31, 2018, subject to the approval of Central Government, if required.

The Audit Committee has received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with your Company. In accordance with Cost Audit (Report) Rules, 2001, the due date for filing the Cost Audit Report in XBRL for the financial year ended 31.03.2016 was 28.02.2016 and the same was filed on 30.12.2016 vide SRN No.: G31632375 with the Ministry of Corporate Affairs, New Delhi.

12) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy is set out in the Annexure ‘A'' to this report and is also available on the Company''s website.

13) FINANCE

The long term borrowings are raised through External Commercial Borrowings (ECBs) and Foreign Currency Term Loan (FCTL) from Banks and Financial Institutions.

14) FIXED DEPOSITS

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ‘B'' forming part of this report.

16) HUMAN RESOURCE

The Company believes that Human Resources play a very critical role in its growth. Its management has infused a lot of rigor, intensity in its people Development Processes and in honing skill sets. Various initiatives have been launched to provide growth opportunities to Employees. For the development of the Employees, the Company has created a structured training framework for its employees to ensure their ongoing education.

The Group''s Corporate Human Recourses function has played and continues to play an integral role in its Company''s talent management process.

17) QUALITY INITIATIVES

Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING

The Company''s equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2016-2017 has been paid to them. The stock code of the company at BSE is 524200 and NSE is VINATIORGA.

19) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed material departures in adoption of these standards;

ii. they 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 or loss of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17.

20) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all of its Independent Directors under Section 149(7) of the

Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

21) MATERIAL CHANGES AFTER BALANCE SHEET DATE (31ST MARCH, 2017)

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY17) of the Company to which the Financial Statements relate and the date of this report.

22) CORPORATE GOVERNANCE AND MANAGEMENT’S DISCUSSION AND ANALYSIS REPORTS

The Corporate Governance and Management''s Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexure to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See Annexures ‘C’, ‘D’ & ‘E’)

23) EMPLOYEES

The Company is required to make disclosure under section 134 of the Companies Act, 2013 for its employee drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month. (See Annexure ‘F’)

Employee holding 2% or more of the equity shares by himself/herself or along with his/her spouse:

1. Mr. Vinod Saraf - Managing Director - 6973550 shares - 13.52%

2. Mrs. Kavita Vinod Saraf - Spouse - 6228000 shares

- 12.07%

24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES

There has been no change in the class and nature of the business of the Company. The Company does not have any Subsidiary Company.

25) DELAY IN COMPLETION OF BUY- BACK

The Company has not proposed to buy- back any shares.

26) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on March 31, 2017 comprised the following 3 Directors of the

Company:

1. Mr. R. K. Saraswat: Independent Director - Chairman

2. Mr. Girish M. Dave: Independent Director - Member

3. Mr. C.B. Gokhale: Independent Director - Member

27) ESOP/ ESOS

The Company has not issued any ESOP or ESOS.

28) SWEAT EQUITY

The Company has not issued any sweat equity.

29) PREFERENTIAL ALLOTMENT

The Company has not issued any shares as a preferential allotment.

30) REDEMPTION OF SHARES/ DEBENTURES

The Company has not redeemed any Shares or Debentures.

31) SHAREHOLDER’S RESOLUTION

Employee Stock Option Scheme, 2008 for 2,00,000 equity shares face value of Rs.10/- each was approved in annual general meeting held on 27.09.2008. So far same is not implemented. Same is being reconsidered.

32) DISQUALIFICATION OF DIRECTOR

No Director of the Company is disqualified under any law to act as a Director.

33) INSIDER TRADING PROCEEDINGS/ ENQUIRY

Letter was received from SEBI inquiring about of purchase of equity shares by two employees on 29.02.2012 and same was replied on 5th March, 2012. Letter was written to SEBI for purchase of equity shares by one employee on 06.06.2012. And as on date we have not received any further communication.

34) CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee was constituted on May 10, 2014 and reconstituted on February 26, 2015 as per Clause 49 of Listing Agreement for Corporate Governance. This committee comprises of 4 directors of the Company.

All the members of Corporate Social Responsibility Committee mentioned above i.e. Mr. Vinod Saraf, Managing Director, Mr. R. K. Saraswat, Director, Ms. Vinati Saraf Mutreja, Executive Director & Ms. Viral Saraf Mittal, Director

- Corporate Strategy have good knowledge and exposure to utilise the Company''s resources towards its corporate social responsibility. The Corporate Social Responsibility policy is available on Company''s website.

The average profit of the Company for last three years is Rs.16301.01 Lacs. Prescribed CSR expenditure is Rs.326.02 Lacs. Details of CSR spent during the financial year 2016-17 is as per Annexure ‘G’ enclosed. Amount unspent during the year is Rs.110.53 Lacs.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company is set out in Annexure ‘H’ of this report and is also available on the website of the Company.

35) POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act”) and Rules framed there under and an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Executive Director, Ms. Viral Saraf Mittal,. Director - Corporate Strategy and Ms. Priyanka Kheruka, Member has also been set up to redress complaints received regarding sexual harassment.

The Company has ensured organization wide dissemination of the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act by conducting sessions throughout the Company.

During the financial year 2016-17, no complaints were received by the Company. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

36) MGT - 9

Extract of Annual Return for financial year ended March 31, 2017 (Pursuant to section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014) in Form No. MGT-9 is enclosed (Annexure ‘I’).

37) SECRETARIAL AUDIT REPORT

To comply with the provisions of Section 204 of the Companies Act, 2013 we enclose herewith Secretarial Audit Report received from M/s. VKM & Associates, Practicing Company Secretary for the year ended 31st March, 2017 (Annexure ‘J’).

38) RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy is set out in Annexure ‘K’ of this report and is also available on Company''s website.

39) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company had not given any loans and guarantees. The Company had made investments in mutual fund units amounting to Rs.6178.14 Lacs as given below:

In mutual fund units (Rs in Lacs)

33281603.62 Units (March 31, 2016 - 0) Mutual Fund Units of Kotak Mutual fund	3378.00
2653922.313 Units (March 31, 2016 - 0)	2800.14
Mutual Fund Units of ICICI Prudential
Mutual Fund
Total |	6178.14

40) DEPOSITS FROM PUBLIC

This Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

41) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Whole-time directors	Ratio to median remuneration
1.	Mr. Vinod Banwarilal Saraf, Managing Director & CEO	29.53
2.	Ms. Vinati Saraf Mutreja, Executive Director	20.67
3.	Ms. Viral Saraf Mittal, Director - Corporate Strategy	11.67

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Sr. No.	Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
1.	Mr. Vinod Banwarilal Saraf, Managing Director & CEO	10%
2.	Ms. Vinati Saraf Mutreja, Executive Director	10%
3.	Ms. Viral Saraf Mittal, Director - Corporate Strategy	10%
4.	Mr. Jayesh Ashar, Chief Operating Officer	15.25%
5.	Mr. N. K. Goyal, Chief Financial Officer	13.26%
6.	Mr. G. S. Singhi, Company Secretary cum Finance Controller	12.19%

c. The percentage increase in the median remuneration of employees in the financial year: 10%

d. The number of permanent employees on the roll of Company: 693

e. The explanation on the relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(Rs in Lacs)

Aggregate remuneration of key managerial personnel (KMP) in FY17 (Rs. In Lacs)	402.44
Revenue (Rs. In Lacs)	66632.99
Remuneration of (KMP) as a	0.60
percentage of revenue
Profit before tax (PBT) (Rs. In Lacs)	20463.74
Remuneration of (KMP) as % of PBT	1.97

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2017	March 31, 2016	% change
Market capitalisation (H In Lacs)	391059.97	200121.59	95%
Price earnings	28.07	15.21	85%
ratio

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	March 31, 2017 (Rs)	November 11, 1991 (IPO)1	% change
Market Price (BSE)	754.00	1.33	56592
Market Price (NSE)	758.00	1.33	56892

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(Rs in Lacs)

Name	Total Remuneration Rs.	% of revenue R 66632.99	% of net profit before tax Rs. 20463.74
Mr. Vinod Banwarilal Saraf, Managing Director & CEO	114.66	0.17	0.56
Ms. Vinati Saraf Mutreja, Executive Director	87.42	0.13	0.43
Ms. Viral Saraf Mittal, Director - Corporate Strategy	49.25	0.07	0.24
Mr. Jayesh Ashar, Chief Operating Officer	68.00	0.10	0.33
Mr. N. K. Goyal, Chief Financial Officer	55.50	0.08	0.27
Mr. G. S. Singhi, Company Secretary cum Finance Controller	27.61	0.04	0.13

k. The key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Annexure ‘L’ Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

42) DISCLOSURE REQUIREMENTS

The Corporate Governance Report with Auditors'' Certificate thereon and Management Discussion and Analysis Report are attached, which forms part of this report.

Appointment letters of the Independent Directors are available on the website of the company.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Listing Agreements with stock exchanges (URL: www.vinatiorganics.com).

43) TRANSACTION WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ‘M’ in Form AOC-2 and the same forms part of this report.

44) BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI”) under Clause 49 of the Listing Agreements ("Clause 49”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board meetings, information and functioning, etc.

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 Board and the Nomination and Remuneration Committee ("NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

45) INDEPENDENT DIRECTORS'' MEETING

The Independent Directors of the Company met on March 31, 2017, inter-alia to discuss:

(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. 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. (Annexure ''N'')

46) NUMBER OF MEETINGS OF THE BOARD

Five meetings of the board 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.

47) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

48) AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

49) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy is set out in Annexure ‘O'' of this report and is also available on Company''s website.

50) BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report is set out in Annexure ‘P'' of this report and is also available on Company''s website

51) APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and co-operation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Mumbai Girish M. Dave

13th May 2017 Non-Executive Chairman

---

Mar 31, 2016

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March 2016.

1) FINANCIAL RESULTS

The summarized position of these results is given below:

(Rs. in Lacs)

2015-2016 2014-2015

Net sales down by 18% Net Sales/Income from Operations 63094.80 77172.56

Other Income 615.80 914.47

Total Income 63710.60 78087.03

Profit before Finance cost, Depreciation & Taxes 21293.44 20091.05

Finance cost 785.94 975.51

Profit before Depreciation & Taxes 20507.50 19115.54

EBITDA up by 6% Depreciation & Amortisation Expense 1851.79 1765.86

Profit before Taxation 18655.71 17349.68

Provision for Taxation - Current 5298.14 5144.95

Deferred 710.89 611.19

Provision for earlier year W/back/Provided (510.50) 14.14

PAT up by 14% Net Profit 13157.18 11579.40

Balance brought forward 34708.47 26547.52

Less: Adjustment on account of depreciation - (55.17)

Balance available for appropriations 47865.65 38071.75

Appropriations

Interim dividend on equity shares for the year 1805.68 -

Proposed dividend on equity shares for the year 257.96 1805.68

Dividend distribution tax 420.11 367.60

Transfer to General Reserve 1350.00 1190.00

Surplus carried to Balance sheet 44031.90 34708.47

2) REVIEW OF OPERATIONS

The net sales/Income from operations during the year have gone down to Rs.63710.60 Lacs from Rs.78087.03 Lacs.

It is mainly due to all round reduction in prices of all organic chemicals because of steep fall in global price of crude oil.

The Company''s Profit before tax has gone up from Rs.17349.68 Lacs in previous year to Rs.18655.71 Lacs in current year registering growth of 6%.

3) DIVIDEND

An Interim Dividend of Rs.3.50/- per equity share of face value of Rs.2/- each was declared on March 14, 2016 and paid on March 18, 2016.

The Board of Directors recommended further dividend on equity shares @ 25% on the share capital of the Company i.e. Rs.0.50 per Equity Share of face value of Rs.2/- each for the year ended 31st March 2016,

The total outgo on dividend account will be Rs.2483.75 Lacs (inclusive of tax on dividend).

4) TRANSFER TO RESERVES

Your Company proposes to transfer Rs.1350 Lacs to the General Reserve, out of the amount available for appropriation and an amount of Rs.44031.90 Lacs is proposed to be retained in the Profit & Loss Account.

5) SUBSIDIARY COMPANY

The Company does not have subsidiary company.

6) PROSPECTS

To further its growth plans the company is undertaking capital expenditure of Rs.200 Crores towards the below mentioned projects:

- New plant for producing para Tertiary Butyl Toluene / para Tertiary Butyl Benzoic Acid (PTBT/PTBBA); These products are IB based derivatives and find application in perfumery, personal care and as polymer additives.

- New plant for producing Tertiary Butyl Amine (TB Amine) which is used in the rubber and pharmaceutical industry.

- Couple of export oriented custom synthesis products.

- Setting up of 8 MW Co-generation plant at the company''s Lote facility.

7) TURNOVER AND PROFIT (OPERATING RESULTS)

The Company achieved gross turnover of Rs.61632.62 Lacs as compared to Rs.81558.24 Lacs in the previous year. The net Profit after tax increased to Rs.13157.18 Lacs as compared to Rs.11579.40 Lacs in the previous year.

8) INSURANCE

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

9) DIRECTORS

As per Section 149(4) of Companies Act 2013 every listed company shall have atleast one third of the total number of directors as independent directors. They shall hold office for a term upto five consecutive years on the Board of the Company as per section 149(10).

As per Section 152 (6) (e) total number of directors shall not include independent directors. Mr. Girish M. Dave, Mr. R. K. Saraswat, Mr. A. A. Krishnan and Mr. C. B. Gokhale, as they shall hold a term upto five consecutive years on the Board of the Company, i.e. upto 31.03.2019.

Out of remaining 5 directors 3 are executive directors. Therefore Mr. Mohit Mutreja and Mr. Sunil Saraf retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

10) AUDITORS

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. At previous meeting, M/s. Karnavat & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting. The said statutory auditors retire at the ensuing Annual General Meeting and being eligible under section 139 of the Companies Act, 2013, offer themselves for re-appointment.

11) AUDITORS'' REPORT

The observations of Auditors as referred to in the Auditors'' Report are suitably explained in the Notes to the Accounts.

12) COST AUDITOR

As per Section 139 of the Companies Act, 2013, M/s. N. Ritesh & Associates have been appointed as a Cost Auditor for the year ending on 31.03.2017, subject to the approval of Central Government, if required.

The Audit Committee has received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with your Company. In accordance with Cost Audit (Report) Rules, 2001, the due date for fling the Cost Audit Report in XBRL for the financial year ended 31.03.2015 was 28.02.2016 and the same was fled on 29.09.2015 vide SRN No.: S39646849 with the Ministry of Corporate Affairs, New Delhi.

13) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors'' report. The Remuneration policy is set out in the Annexure ''A'' to the Director''s Report and is also available on the Company''s website.

14) FINANCE

The long term borrowings are raised through External Commercial Borrowings (ECBs) and Foreign Currency Term Loan (FCTL) from Banks and Financial Institutions.

15) FIXED DEPOSITS

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

16) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ''B'' forming part of this report.

17) HUMAN RESOURCE

The Company believes that Human Resources play a very critical role in its growth. Its management has infused a lot of rigor, intensity in its people Development Processes and in honing skill sets. Various initiatives have been launched to provide growth opportunities to Employees. For the development of the Employees, the Company has created a structured training framework for its employees to ensure their ongoing education.

The Company''s Corporate Human Recourses function has played and continues to play an integral role in its talent management process.

18) QUALITY INITIATIVES

Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

19) LISTING

The Company''s equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2015-2016 has been paid to them. The stock code of the company at BSE is 524200 and NSE is VINATIORGA.

20) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

21) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all its Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Act.

22) MATERIAL CHANGES AFTER BALANCE SHEET DATE (31ST MARCH, 2016)

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY16) of the Company to which the Financial Statements relate and the date of this Board''s Report.

23) CORPORATE GOVERNANCE AND MANAGEMENT''S DISCUSSION AND ANALYSIS REPORTS

The Corporate Governance and Management''s Discussion and Analysis Reports, which form an integral part of this report, are set out in separate annexures to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See annexure ''C'' ''D'' & ''e'')

24) EMPLOYEES

The Company is required to make disclosure under section 134 of the Companies Act, 2013 for its employee drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month. (See annexure ''f'') Employee holding 2% or more of the equity shares by himself/herself or along with his/her spouse:

1. Mr. Vinod Saraf – Managing Director – 6973550 shares - 13.52%

2. Mrs. Kavita Vinod Saraf – Spouse – 6228000 shares - 12.07%

25) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES

There has been no change in the class and nature of the business of the Company. The Company does not have Subsidiary Company.

26) DELAY IN COMPLETION OF BUY- BACK

The Company has not proposed to buy- back any shares.

27) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2016 comprised the following 3 Directors of the Company:

1. Mr. R. K. Saraswat: Independent Director - Chairman

2. Mr. Girish M. Dave: Independent Director - Member

3. Mr. C.B. Gokhale: Independent Director - Member

28) ESOP/ ESOS

The Company has not issued any ESOP or ESOS.

29) SWEAT EQUITY

The Company has not issued any sweat equity.

30) PREFERENTIAL ALLOTMENT

The Company has not issued any shares as a preferential allotment.

31) REDEMPTION OF SHARES/ DEBENTURES

The Company has not redeemed any Shares or Debentures.

32) SHAREHOLDER''S RESOLUTION

Employee stock option scheme 2008 for 2,00,000 equity shares face value of Rs.10/- each was approved in annual general meeting held on 27.09.2008. So far same is not implemented. Same is being reconsidered.

33) DISQUALIFICATION OF DIRECTOR

No Director of the Company is disqualified under any law to act as a Director.

34) INSIDER TRADING PROCEEDINGS/ ENQUIRY

Letter was received from SEBI inquiring about of purchase of equity shares by two employees on 29.02.2012 and same was replied on 5th March 2012. Letter was written to SEBI for purchase of equity shares by one employee on 06.06.2012. And as on date we have not received any further communication.

35) CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee was constituted on 10th May 2014 and reconstituted on 26th February 2015 as per Clause 49 of Listing Agreement for Corporate Governance. This committee comprises of 4 directors of the Company.

All the members of Corporate Social Responsibility Committee mentioned above have good knowledge and exposure to utilize the Company''s resources towards its corporate social responsibility. The Corporate Social Responsibility policy is available on Company''s website.

The average Profit of the Company for last three year is Rs.13489.85 Lacs. Prescribed CSR expenditure is Rs.269.80 Lacs Details of CSR spent during the financial year 2015- 16 is as per annexure ''G'' enclosed. Amount unspent during the year is Rs.4.03 Lacs.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company is set out in annexure ''H'' of this report and is also available on the website of the Company.

36) MGT - 9

Extract of Annual Return for financial year ended 31.03.2016 (Pursuant to section 92(3) of the Companies Act, 2013 read with the companies (Management and Administration) Rules, 2014 Form No. MGT-9 is enclosed (annexure ''I'').

37) SECRETARIAL AUDIT REPORT

To comply with the provisions of Section 204 of the Companies Act, 2013 we enclose herewith secretarial audit report received from M/s. VKM & Associates, Practicing Company Secretary for the year ended 31st March 2016 (annexure ''J'').

38) RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy is set out in annexure ''K'' of the Directors Report and is also available on Company''s website.

39) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company had not given any loans and guarantees. The Company had made investments in mutual fund units amounting to Rs.273.86 Lacs as given below:

(Rs. in Lacs)

In mutual fund units

804527.011 Units (31st March, 2015 – 98.86 804527.011) Mutual Fund Units of L&T Triple Ace Bond Fund-Bonus

1690674.241 Units (31st March, 2015 175.00 – 1690674.241) Mutual Fund Units of Sundaram select Debt ST Asset Plan Bonus

Total 273.86

40) DEPOSITS FROM PUBLIC

This Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

41) PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sr. Executive director’s Ratio to median No. Remuneration 1. Mr. Vinod Banwarilal Saraf, 29.64 Managing Director & CEO

2. Mrs. Vinati Saraf Mutreja, 20.75 Executive Director

3. Mrs. Viral Saraf Mittal, 11.86 Director – Corporate Strategy

b. the percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Sr. Directors, Chief Executive % increase in No. officer, Chief financial officer remuneration in and Company Secretary the financial year

1. Mr. Vinod Banwarilal Saraf, 10% Managing Director & CEO

2. Mrs. Vinati Saraf Mutreja, 10% Executive Director

3. Mrs. Viral Saraf Mittal, 10% Director – Corporate Strategy

4. Mr. Jayesh Ashar, Chief 18.00% Operating Officer

5. Mr. N. K. Goyal, Chief 15.29% Financial Officer

6. Mr. G. S. Singhi, Company 13.87% Secretary cum Finance Controller

c. the percentage increase in the median remuneration of employees in the financial year: 13%

d. the number of permanent employees on the roll of Company: 636

e. the explanation on the relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(Rs. in Lacs)

Aggregate remuneration of key 362.40 managerial personnel (KMP) in FY16

Revenue 63094.80

Remuneration of (KMP) as a 0.57 percentage of revenue

Profit before tax (PBT) 18656.71

Remuneration of (KMP) as % of PBT 1.94

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2016 March 31, 2015 % change

Market capitalization (Rs. In Lacs) 200121.59 271239.81 -26%

Price earnings ratio 15.21 23.01 -34%

h. percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2016 November 11, % change (Rs.) 1991 (IPO)*

Market Price (BSE) 387.90 1.33 28993

Market Price (NSE) 389.05 1.33 29079

* adjusted for 1:2 bonus issue in 2007 and split of face Value of shares from Rs.10/- to Rs.2/- face value in 2009.

i. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Increase in managerial remuneration was 10% only

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(Rs. in Lacs)

Name Total % of revenue % of net Profit remuner ation Rs. 63094.80 before tax Rs. 18616.71

Mr. Vinod Banwarilal Saraf, Managing Director & CEO 104.60 0.17 0.56

Mrs. Vinati Saraf Mutreja, Executive Director 79.51 0.13 0.43

Mrs. Viral Saraf Mittal, Director – Corporate Strategy 44.72 0.07 0.24

Mr. Jayesh Ashar, Chief Operating Officer 59.32 0.09 0.32

Mr. N. K. Goyal, Chief Financial Officer 49.32 0.08 0.26

Mr. G. S. Singhi, Company Secretary cum Finance Controller 24.93 0.04 0.13

k. the key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

l. the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

42) DISCLOSURE REQUIREMENTS

The corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.

Appointment letters of the Independent Directors are available on the website of the company.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the Listing Agreements with stock exchanges (URL: www. vinatiorganics.com).

43) TRANSACTION WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in ''Annexure L'' in Form AOC-2 and the same forms part of this report.

44) BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board meetings, information and functioning, etc.

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 Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

45) INDEPENDENT DIRECTORS'' MEETING

The Independent Directors of the Company met on 21st May, 2015 & 7th March, 2016, inter-alia to discuss:

(i) Review the performance of non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Asses the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. 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. (Annexure ''M'')

46) NUMBER OF MEETINGS OF THE BOARD

Five meetings of the board 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.

47) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

48) AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report

49) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy is set out in Annexure ''N'' of the Directors Report and is also available on Company''s website.

50) BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report is set out in Annexure ''O'' of the Directors Report and is also available on Company''s website.

51) APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Mumbai Girish M. Dave

14th May 2016 Non-Executive Chairman

---

Mar 31, 2013

Dear Shareholder''s

THE DIRECTORS HAVE PLEASURE IN PRESENTING THEIR TWENTY FOURTH ANNUAL REPORT ON THE BUSINESS AND OPERATIONS OF YOUR COMPANY TOGETHER WITH AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 3IST MARCH 2013.

1) Financial results

The summarised position of these results is given below:

(Rs. in Lacs)

2012-2013 2011-2012

Net Sales/Income from Operations 55291.54 44746.06

Other Income 376.37 283.19

Total Income 55667.91 45029.25

Profit before Interest, Depreciation & Taxes 11939.23 9446.75

Interest 683.69 582.82

Profit before Depreciation & Taxes 11255.54 8863.93

Depreciation & Amortisation Expense 994.95 703.71

Profit before Taxation 10260.59 8160.22

Provision for Taxation - Current 2317.96 2329.10

- Deferred 1120.14 316.37

Provision for earlier year W/back/Provided (43.79) 34.21

Net Profit 6866.28 5480.54

Balance brought forward 15842.77 12059.87

Balance available for appropriations 22709.05 17540.41

Appropriations

Final Proposed Dividend 1234.31 987.45

Tax on above 209.77 160.19

Transfer to General Reserve 700.00 550.00

Surplus carried to Balance sheet 20564.97 15842.77

2) Review of operations

The Company''s operations have shown impressive growth during the year under review. The net sales/Income from operations during the year have gone up to Rs.55291.54 Lacs from Rs.44746.06 Lacs, registering a growth of 2 3% over the previous year.

The robust growth in sales can be attributed to the phenomenal growth in IBB sales which grew by more than 3 3% as compared to previous year.

The Company''s profit before tax has also gone up from Rs.8l60.22 Lacs in previous year to Rs.10260.59 Lacs in current year registering a robust growth of 26%.

3) Dividend

Your Directors are pleased to recommend a dividend of 125% i.e. Rs.2.50 per equity share.

The total outgo on dividend account will be Rs.1444.08 Lacs (inclusive of corporate tax on dividend).

The dividend is tax free in the hands of the shareholders.

4) Capital expenditure

During the year the Company capitalised Rs.105 Crores towards successful commissioning of the new plant of DAAM and also the expansion of ATBS, TBA/Polymer.

5) Corporate development

The corporate office of the Company has been shifted from Shiv-Ashish, 2nd Floor, Andheri-Kurla Road, Sakinaka, Mumbai — 400 072 to Parinee Crescenzo, 1102, 11th Floor, "G" Block, Plot No. C38 & C39, Behind MCA, Bandra Kurla Complex, Bandra (E), Mumbai — 400 051. The same is owned by Company.

6) Subsidiary company

The Company does not have subsidiary company.

7) Prospects

As we go into the next year, we expect to keep growing furthermore in ATBS and accordingly have the ATBS capacity with a further expansion to 26000 MT and this expansion is commissioned as on 31.03.2013.

Expansion of TBA to 1,000 MT as on 3 1.03.2013 and ATFE Bottom Polymers is completed and this has helped to reduce the effluent load and contribute to the revenue of the Company.

The Company is optimistic about the future demand and foresees a strong and robust growth in the coming year across all markets driven by existing and new products.

8) Turnover and profit (operating results)

The Company achieved gross turnover of Rs.58521.73 Lacs as compared to Rs.46848.94 Lacs in the previous year. The net profit after tax increased to Rs.6866.28 Lacs as compared to Rs.5480.54 Lacs in the previous year.

9) Insurance

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

10) Directors

As per the statute, two-third of the Directors'' should be retiring Directors. One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment.

Since minimum 1/3 directors are retiring by rotation as per the Companies Act, 1956 at this Meeting, Mr. R. K. Saraswat and Mr. Mohit Mutreja, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

11) Auditors

Members are requested to appoint Auditors for the current year and to authorise the Board of Directors to fix their remuneration. At previous meeting, M/s. Karnavat & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company from the conclusion of the previous Annual General Meeting. The said Statutory auditors retire at the ensuing Annual General Meeting and being eligible under section 224 (IB) of the Companies Act, 1956, offer themselves for re-appointment.

12) Auditors'' report

The observations of Auditors as referred to in the Auditors'' Report are suitably explained in the Notes to the Accounts.

13) Cost auditor

As per the order of Central Government within the meaning of Section 23 3 B of the Companies Act, 1956, M/s. N. Ritesh & Associates has been appointed as a Cost Auditor subject to the approval of Central Government for the year ending on 31.03.2014.

The Audit Committee has received a Certificate from the Cost Auditors certifying their independence and arm''s length relationship with your Company. In accordance with Cost Audit (Report) Rules, 2001, the due date for fling the Cost Audit Report in XBRL for the financial year ended 31.03.2012 was 28.02.2013 and the same was filed on 26.01.2013 vide SRN No. S2002II43 with the Ministry of Corporate Affairs, New Delhi.

14) Finance

The long term borrowings are raised through External Commercial Borrowings (ECBs), Foreign Currency Convertible Bonds (FCCBs) and Foreign Currency Term Loan (FCTL) from Banks and Financial Institutions.

15) Fixed deposits

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

16) Conservation of energy, technology absorption & foreign exchange earnings & outgo

Information as per Section 2I7(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to the above head are given in Annexure ''A'' forming part of this report.

17) Human resource

The Company believes that Human Resources play a very critical role in its growth. Its management has infused a lot of rigor, intensity in its people Development Processes and in honing skill sets. Various initiatives have been launched to provide growth opportunities to Employees. For the development of the Employees, the Company has created a structured training framework for its employees to ensure their ongoing education.

The Group''s Corporate Human Recourses function has played and continues to play an integral role in its Company''s talent management process.

18) Listing

The Company''s equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2012-2013 has been paid to them. The stock code of the Company at BSE is 524200 and NSE is VINATIORGA.

19) Directors'' responsibility statement

The Audited Accounts for the year under review are in conformity with the requirements of the Act and the Accounting Standards. The financial statements reflect fairly the form and substances of transactions carried out during the year under review and reasonably present your Company''s financial condition and results of operations. Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they 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 2013 and the profit or loss of the Company for the year ended on 31st March 2013;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared annual accounts on a going concern basis.

20) Corporate governance and management''s discussion and analysis reports

The Corporate Governance and Management''s Discussion and Analysis Reports, which form an integral part of this report, are set out in a separate annexure to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See Annexure ''B'' & ''C'')

21) Employees

The Company is not required to make any disclosure under section 2I7(2A) of the Companies Act, 1956 as none of its employee is drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month.

Employee holding 2% or more of the equity shares by himself or along with his spouse:

1. Mr. Vinod Saraf — Managing Director — 7937250 shares - 16.08%

2. Mrs. Kavita Vinod Saraf — Spouse — 6228000 shares - 12.61%

22) No change in the class and nature of the business of company or its subsidiaries

There has been no change in the class and nature of the business of the Company. The Company does not have Subsidiary Company.

23) Delay in completion of buy- back

The Company has not proposed to buy- back any shares.

24) Composition of audit committee

The Audit Committee of the Company as on 31st March, 2013 comprised the following 3 Directors of the Company:

1. Mr. R. K. Saraswat: Independent Director - Chairman

2. Mr. Girish M. Dave: Independent Director - Member

3. Mr. C. B. Gokhale: Independent Director - Member

25) ESOP / ESOS

The Company has not issued any ESOP or ESOS.

26) Sweat equity

The Company has not issued any sweat equity.

27) Preferential allotment

The Company has not issued any shares as a preferential allotment.

28) Redemption of shares/ debentures

The Company has not redeemed any Shares or Debentures.

29) Shareholder''s resolution

Employee stock option scheme 2008 for 2,00,000 equity shares face value of Rs.10/- each was approved in annual general meeting held on 27.09.2008. So far same is not implemented. Same is being reconsidered.

30) Disqualification of director

No Director of the Company is disqualified under any law to act as a Director.

31) Insider trading proceedings/ enquiry

Letter was received from SEBI inquiring about of purchase of equity shares by two employees on 29.02.2012 and same was replied on 5th March 2012. Letter was written to SEBI for purchase of equity shares by one employee on 06.06.2012. And as on date we have not received any further communication.

32) Appreciation & acknowledgements

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Mumbai Girish M. Dave

7th May 2013 Non-Executive Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting their Twenty Third Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March, 2012.

1) FINANCIAL RESULTS

The summarised position of these results is given below:

(Rs. In Lacs)

2011-2012 2010-2011

Net Sales/Income from Operations 44746.06 32264.88

Net sales up by Other Income 283.19 635.21

39% Total Income 45029.25 32900.09

Profit before Interest, Depreciation & Taxes 9446.75 7281.33

Interest 582.82 385.75

Profit before Depreciation & Taxes 8863.93 6895.58

Depreciation & Non-cash Charges 703.71 644.93

Profit before Taxation 8160.22 6250.65

EBITDA up by Provision for Taxation - Current 2329.10 1242.26 30% - Deferred 316.37 301.96

- MAT credit entitlement - (490.67)

Provision for earlier year W/back/Provided 34.21 0.18

Net Profit 5480.54 5196.92

Balance brought forward 12059.87 8128.91

Balance available for appropriations 17540.41 13325.83

PAT up by Appropriations 5% Final Proposed Dividend 987.45 641.84

Tax on above 160.19 104.12

Transfer to General Reserve 550.00 520.00

Surplus carried to Balance sheet 15842.77 12059.87

2) REVIEW OF OPERATIONS

The Company's operations have shown impressive growth during the year under review. The net sales during the year have gone up to Rs. 44,746.06 Lacs from Rs. 32,264.88 Lacs, registering a growth of 39% over the previous year.

The robust growth in sales can be attributed to the phenomenal growth in ATBS sales which grew by more than 22% as compared to previous year. During FY'12 we have crossed sales of 12,000 MT of ATBS.

The Company's profit before tax has also gone up from Rs. 6,250.65 Lacs in previous year to Rs. 8,160.22 Lacs in current year registering a robust growth of 33%.

3) DIVIDEND

Your Directors are pleased to recommend a dividend of 100% i.e. Rs. 2/- per equity share.

The total outgo on dividend account will be Rs. 1,147.64 Lacs (inclusive of corporate tax on dividend).

The dividend is tax free in the hands of the shareholders.

4) PROSPECTS

As we go into the next year, we expect to keep growing furthermore in ATBS and accordingly have decided to augment the ATBS capacity with a further expansion to 26,000 MT and this expansion is expected to be commissioned by September 2012.

Di-Acetone Acrylamide (1000 MT) is expected to be commissioned by August 2012. This acrylonitrile based product, synergic with ATBS, is used in manufacture of coatings, adhesives, laminates and sealers.

Expansion of TBA to 1,000 MT and ATFE Bottom Polymers (1,500 MT to 4,500 MT) is expected to be completed by September 2012. This will reduce the effluent load and contribute to the revenue of the Company.

The Company is optimistic about the future demand and foresees a strong and robust growth in the coming year across all markets driven by existing and new products.

5) TURNOVER AND PROFIT (OPERATING RESULTS)

The Company achieved gross turnover of Rs. 46,848.94 Lacs as compared to Rs. 32,931.06 Lacs in the previous year. The net profit after tax increased to Rs. 5,480.54 Lacs as compared to Rs. 5,196.92 Lacs in the previous year.

6) INSURANCE

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

7) DIRECTORS

Mr. Mohit Mutreja had resigned from the post of whole time Director - Business Development. He continues to be Director w. e. f. 01.05.2012.

As per the statute, two-third of the Directors' should be retiring Directors. One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment.

Since minimum 1/3 directors are retiring by rotation as per the Companies Act, 1956 at this Meeting, Mr. A. A. Krishnan and Mr. Girish M. Dave, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

8) AUDITORS

Members are requested to appoint Auditors for the current year and to authorise the Board of Directors to fix their remuneration. The Statutory auditors M/s. Karnavat & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible under section 224 (1B) of the Companies Act, 1956, offer themselves for re-appointment.

9) AUDITORS' REPORT

The observations of Auditors as referred to in the Auditors' Report are suitably explained in the Notes to the Accounts.

10) COST AUDITOR

As per the order of Central Government within the meaning of Section 233 A of the Companies Act, 1956, M/s. N. Ritesh & Associates has been appointed as a Cost Auditor subject to the approval of Central Government for the year ending on 31.03.2013.

11) FIXED DEPOSITS

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

12) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to the above head are given in Annexure 'A' forming part of this report.

13) LISTING

The Company's Equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2011-2012 has been paid to them. The stock code of the Company at BSE is 524200 and NSE is VINATIORGA.

14) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they 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, 2012 and the profit or loss of the Company for the year ended on 31st March, 2012;

ii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared annual accounts on a going concern basis.

15) CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORTS

The Corporate Governance and Management's Discussion and Analysis Reports, which form an integral part of this report, are set out in a separate annexure to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See Annexure 'B' & 'C')

16) EMPLOYEES

The Company is not required to make any disclosure under section 217(2A) of the Companies Act, 1956 as none of its employee is drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month.

Employee holding 2% or more of the equity shares by himself or along with his spouse:

1. Mr. Vinod Saraf - Managing Director - 7937250 shares - 16.08%

2. Mrs. Kavita Vinod Saraf - Spouse - 6228000 shares - 12.61%

17) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF COMPANY OR ITS SUBSIDIARIES

There has been no change in the class and nature of the business of the Company or its subsidiaries.

18) DELAY IN COMPLETION OF BUY- BACK

The Company has not proposed to buy- back any shares.

19) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31st March, 2012 comprised the following 3 Directors of the Company:

1. Mr. R. K. Saraswat: Independent Director - Chairman

2. Mr. Girish M. Dave: Independent Director - Member

3. Mr. C.B. Gokhale: Independent Director - Member

20) ESOP/ ESOS

The Company has not issued any ESOP or ESOS.

21) SWEAT EQUITY

The Company has not issued any sweat equity.

22) PREFERENTIAL ALLOTMENT

The Company has not issued any shares as a preferential allotment.

23) REDEMPTION OF SHARES/ DEBENTURES

The Company has not redeemed any Shares or Debentures.

24) SHAREHOLDER'S RESOLUTION

Employee stock option scheme 2008 for 2,00,000 equity shares face value of Rs. 10/- each was approved in annual general meeting held on 27.09.2008. So far same is not implemented. Same is being reconsidered.

25) DISQUALIFICATION OF DIRECTOR:

No Director of the Company is disqualified under any law to act as a Director.

26) INSIDER TRADING PROCEEDINGS/ ENQUIRY

Letter was received from SEBI inquiring about purchase of equity shares by two employees on 29.02.2012 and same was replied on 5th March, 2012. And as on date we have not received any further communication.

27) APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Girish M. Dave

Mumbai Non-Executive Chairman

Dated: 12th May, 2012

---

Mar 31, 2011

The Directors have pleasure in presenting their Twenty Second Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March 2011.

1) FINANCIAL RESULTS

The summarised position of these results is given below:

IRs. in Lacs]

2010-2011 2009-2010

Net Sales/Income from Operations 31688.87 23210.00

Other Income 965.91 844.92

Net sales up by Total Income 32654.78 24054.92

36% Profit before Interest, Depreciation & Taxes 7281.33 6010.51

Interest 385.75 335.61

Profit before Depreciation & Taxes 6895.58 5674.90

Depreciation & Non-cash Charges 644.93 495.65

Profit before Taxation 6250.65 5179.25

Provision for Taxation

-Current 1242.26 889.00

EBITDA up by 21% -Deferred 301.96 285.67

- Fringe Benefit Tax - -

- MAT credit entitlement (490.67) -

Provision for earlier year W/back/Provided 0.18 0.44

Net Profit 5196.92 4004.14

Balance brought forward 8128.91 5106.07

Balance available for appropriations 13325.83 9110.21

Appropriations

PAT up by Interim Dividend -- 148.12 30%

Final Proposed Dividend 641.84 345.61

Tax on above 104.12 82.57

Transfer to General Reserve 520.00 405.00

Surplus carried to Balance sheet 12059.87 8128.91

2) REVIEW OF OPERATIONS

The Companys operations have shown impressive growth during the year under review. The net sales during the year have gone up to Rs.31,669.73 Lacs from Rs.23,210.00 Lacs, registering a growth of 36% over the previous year.

The robust growth in sales can be attributed to the phenomenal growth in ATBS sales which grew by more than 65% as compared to previous year. During FY11 we have crossed sales of 11,000 MT of ATBS.

The Companys Profit Before Tax has also gone up from Rs.5,179.25 Lacs in previous year to Rs.6,250.65 Lacs in current year registering a robust growth of 21%.

3) DIVIDEND

Your Directors are pleased to recommend a dividend of 65% i.e. Rs.1.30 per equity share.

The total outgo on dividend account will be Rs.745.96 Lacs (inclusive of corporate tax on dividend).

The dividend is tax free in the hands of the shareholders.

4] PROSPECTS

As we go into the next year, we expect to keep growing furthermore in ATBS and accordingly have decided to augment the ATBS capacity with a further expansion to 18,000 MT and this expansion is expected to be commissioned by March 2012.

Di-Acetone Acrylamide 11000 MT) is expected to be commissioned by December 2011. This acrytonitrile based product, synergic with ATBS, is used in manufacture of coatings, adhesives, laminates and sealers.

Expansion of TBA (700 MT to 1,000 MT) and ATFE Bottom Polymers (1,500 MT to 4,500 MT) is expected to be completed by March 2012. This will reduce the effluent load and contribute to the revenue of the Company.

The Company is optimistic about the future demand and foresees a strong and robust growth in the coming year across all markets driven by existing and new products.

5) TURNOVER AND PROFIT {OPERATING RESULTS!

The Company achieved gross turnover of Rs.32,931.06 Lacs as compared to Rs. 23,844.43 Lacs in the previous year. The net profit aftertax increased to Rs.5,196.92 Lacs as compared to Rs.4,004.14 Lacs in the previous year.

6) INSURANCE

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

7) DIRECTORS

Mr. R K Saraswat has been appointed as an Additional Director on the Board with effect from January 24, 2011. He is a Chartered Accountant with over 40 years of extensive domestic & international experience in Accounting, Auditing, Project Financing and Financial

Management. He is presently serving on the Board of Datamatics Global Services Ltd., Datamatics Software Services Ltd., and Priya Ltd. He last served Datamatics Group of companies as their Finance Director and earlier served as President of S. M. Dyechem Limited and Sr. Vice President of Grasim, where he was interalia engaged in setting up the Mangalore Refinery plant. In accordance with the provisions of the Companies Act, 1956, resolution seeking approval of the members for his appointment has been incorporated in the Notice of the ensuing Annual General Meeting and the Explanatory Statement thereto.

Mr. Anandkumar Tibrewala ceased to be a Director with effect from January 24, 2011. The Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

As per the statute, two-third of the Directors should be retiring Directors. One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment.

Accordingly, Mr. C. B. Gokhale and Mr. Sunil Saraf, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

8. AUDITORS

Members are requested to appoint Auditors for the current year and to authorise the Board of Directors to fix their remuneration. The Statutory Auditors M/s. Karnavat & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible under section 224 (1B) of the Companies Act, 1956, offer themselves for re-appointment.

9. AUDITORS" REPORT

The observations of Auditors as referred to in the Auditors Report are suitably explained in the Notes to the Accounts.

10. COST AUDITOR

As per the order of Central Government within the meaning of Section 233 A of the Companies Act, 1956, M/s. N. Ritesh & Associates has been appointed as a Cost Auditor subject to the approval of Central Government for the year ending on 31.03.2011. The Company has made necessary application to the Government for approval of the same.

11) FIXED DEPOSITS

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on the date of balance sheet from public.

12) AWARDS AND RECOGNITIONS

- Mr. Vinod Saraf was awarded the Business Leader of the Year (Innovation) by CHEMTECH CEW Leadership & Excellence Awards 2011

- Forbes Asia listed VOL amongst 200 Best Under A Billion companies for 2010

- VOL was ranked amongst the Top 10 Fastest Growing Companies in India for the Year 2010 by The Economic Time Intelligence Group January 2011); We were ranked amongst the Top 10 in 2009 as well

- VOL was ranked #7 amongst the Top 100 Fastest Growing Small Companies in India by The Economic Times Intelligence Group (September 2010); We were ranked #14 in 2009

- VOL awarded with special citation for Development of Indigenous Technology by Indian Chemical Council

- Certificate of Merit for achieving Zero Accident Frequency Rate (2007-2009) received from National Safety Council - Maharashtra Chapter (Lote Plant)

- Lote and Mahad Plant certified with ISO 9001:2008

13) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information as perSection 217(1 )(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to the above head are given in Annexure A forming part of this report.

H) LISTING

The Companys Equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2010-2011 has been paid to them. The stock code of the Company at BSE is 524200 and NSE is VINATIORGA.

15) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they 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 2011 and the profit or loss of the Company for the year ended on 31st March 2011;

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

(iv) they have prepared annual accounts on a going concern basis.

161 CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORTS

The Corporate Governance and Managements Discussion and Analysis Reports, which form an integral part of this report, are set out in a separate annexure to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See Annexure B & C)

17) EMPLOYEES

The Company is not required to make any disclosure under section 217(2A) of the Companies Act, 1956 as none of its employees is drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month.

18) APPRECIATION & ACKNOWLEDGEMENTS Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through theircommitment, competence, co-operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Mumbai Girish M. Dave

21st May 2011 Non-Executive Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty First Annual Report on the business and operations of your Company together with Audited Financial Statements for the year ended 31st March 2010.

1) FINANCIAL RESULTS

The summarised position of these results is given below:

Rs. in Lacs

2009-2010 2008-2009

Net Sales 23,175.63 19,050.00

Other Income 844.92 532.27 Net

Total Income 24,020.55 19,582.27

Sales up

Profit before Interest, Depreciation &Taxes 6,010.51 3,845.06 by 22%

Interest 335.61 328.86

Profit before Depreciation & Taxes 5,674.90 3,516.20

Depreciation & Non-cash Charges 495.65 327.44

Profit before Taxation 5,179.25 3,188.76

EBITDA

Provision for Taxation - Current 889.00 613.21 up by 49% - Deferred 285.67 59.45

- Fringe Benefit Tax -- 8.00

Provision for earlier year W/back/ Provided 0.44 (4.73)

Net Profit 4,004.14 2,512.83

Balance brought forward 5,106.07 3,134.06

Balance available for appropriations 9,110.21 5,646.89

PAT Appropriations up by Interim Dividend 148.12 --

59% Final Proposed Dividend 345.61 246.86

Tax on above 82.57 41.96

Transfer to General Reserve 405.00 252.00

Surplus carried to Balance sheet 8,128.91 5,106.07

2) REVIEW OF OPERATIONS

The Companys operations have shown impressive growth during the year under review. The net sales during the year have gone up to Rs.23,175.63 Lacs from Rs.19,050.00 Lacs, registering a growth of 22% over the previous year.

The performance was driven mainly due to the growth in export sales across the developed and emerging markets. Continuous efforts on cost optimisation, research and development have resulted in increased operating efficiency. IBB sale of the Company constitutes 60% of the global sales thereby making it a market leader.

The Companys Net profit before tax has also gone up from Rs.3,188.76 Lacs in previous year to Rs.5,179.25 Lacs in current year registering a robust growth of 62%.

3) DIVIDEND

During the year company had paid interim dividend of 15% i.e. Rs.0.30 per equity share of face value of Rs.2/- each.

Your Directors recommend a final dividend of 35% i.e. Rs.0.70 per equity share of face value of Rs.2/- each for the year 2009-10. The total dividend (including interim dividend) for the financial year 2009-2010 is 50% i.e. Rs.1.00 per share of face value of Rs.2/- each. The total outgo on dividend account including interim dividend is Rs.576.30 Lacs (inclusive of corporate tax on dividend).

The dividend is tax free in the hands of the shareholders.

4) PROSPECTS

The Company is backward integrating into manufacture of Isobutylene (IB) - 12000 TPA which is a key raw material for 2-Acrylamido 2 Methyl Propane Sulfonic Acid (ATBS). The project is expected to be commissioned in June 2010.

Di-Acetone Acrylamide (1000 TPA) is expected to be commissioned by December 2010. This acrylonitrile based product, synergic with ATBS, is used in manufacture of coatings, adhesives, laminates and sealers.

Expansion of TBA (300 TPA to 700 TPA) and ATFE Bottom Polymers (1000 TPA to 3000 TPA) is expected to be completed by September 2010. This will reduce the effluent load and contribute to the revenue of the Company. The Company is optimistic about the future demand and foresees a strong and robust growth in the coming year across all markets driven by existing and new products.

5) TURNOVER AND PROFIT (OPERATING RESULTS)

The Company achieved gross turnover of Rs.23,844.43 Lacs as compared to Rs. 20,347.14 Lacs in the previous year. The net profit after tax increased to Rs.4,004.14 Lacs as compared to Rs.2,512.83 Lacs in the previous year.

6) INSURANCE

The properties and insurable interest of your company like Building, Plant and Machinery, stocks etc are properly insured.

7) DIRECTORS

As per the statute, two-third of the Directors should be retiring Directors. One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment.

Accordingly, Mr. AnandkumarTibrewala and Mr. Mohit Mutreja, Directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

8) AUDITORS

Members are requested to appoint Auditors for the current year and to authorise the Board of Directors to fix their remuneration. The Statutory auditors M/s. Karnavat & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible under section 224 (IB) of the Companies Act, 1956, offer themselves for re-appointment.

9) AUDITORS REPORT

The observations of Auditors as referred to in the Auditors Report are suitably explained in the Notes to the Accounts.

10) COST AUDITOR

As per the order of Central Government, M/s. N. Ritesh & Associates has been appointed as a Cost Auditor subject to the approval of Central Government for the yearending on 31.03.2010. The Company has made necessary application to the Government for approval of the same.

11) FIXED DEPOSITS

During the year under review the Company did not invite or accept any Fixed Deposits within the meaning of 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as on date of balance sheet from public.

12) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Information as per Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to the above head are given in Annexure A forming part of this report.

13) LISTING

The Companys Equity shares continue to be listed at BSE & NSE. We confirm that the Listing fee for the financial year 2009-2010 has been paid to them. The stock code of the Company at BSE is 524200 and NSE is VINATIORGA.

14) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they 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 2010 and the profit of the Company for the year ended on 31st March 2010;

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

(iv) they have prepared annual accounts on a going concern basis.

15) CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORTS

The corporate Governance and Managements discussion and Analysis Reports, which form an integral part of this report, are set out in a separate annexure to this report, along with the certificate from the Auditors of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. (See Annexure B & C)

16) EMPLOYEES

The particulars of employees as required under Section 217(2A) of the Companies Act, 1956 are given as an Annexure D to this report.

17) APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year. Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co- operation and diligence to duty in achieving consistent growth of the Company.

For and on behalf of the Board of Directors

Vinod Saraf Vinati Saraf Mutreja

Mumbai Managing Executive

19th May, 2010 Director Director