To the Members,

The Directors have pleasure in presenting the 77^th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

The summarized financial results of the Company for the financial year 2017-18 are given hereunder:

(Rs.in lakhs)

IND AS ADOPTION

The Company has adopted Indian Accounting Standards (Ind AS) w.e.f. 1^st April, 2017 with a transition date of 1^st April, 2016. Accordingly, the financial statements for the financial year ended 31^st March, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 (the Act) and other accounting principles generally accepted in India. Previous period’s figures have been restated as per Ind AS to make them comparable.

DIVIDEND

Your Directors are pleased to recommend Dividend of Rs. 8.00 per equity share of Rs. 10/- each (i.e. 80%) for the financial year ended 31^st March, 2018 subject to approval of the shareholders at the ensuing annual general meeting as against the Dividend of Rs.7.50 per equity share of Rs.10/- each (i.e. 75%) paid for the Year ended 31^st March, 2017.

OPERATIONS

- During the year under review, the revenue from operations increased by 14.41% to Rs.5,417.33 lakhs as against Rs. 4,735.17 lakhs in the previous year. The growth is primarily on account of higher volumes and prices of dairy milk/milk products.

- The operating profit (EBIDTA) of Rs. 2,045.72 lakhs recorded during the year is higher by 26.16% than the previous year. The profit after tax for the year was Rs. 1,652.62 lakhs as against Rs. 1,206.76 lakhs in the previous year;

- The production of dairy milk & milk products during the year has grown by 4.47% to 7,362 KL as against 7,047 KL in the previous year;

The raw milk prices were at low levels throughout the year due to increase in milk production. Consequently, there has been significant improvement in margins of dairy milk/milk products during the year;

- In the case of real estate, the Company has been able to liquidate some of the inventory of commercial shops in the Gagan Enclave Extension project. To expand and enlarge the scope of the real estate business, venturing into the hospitality sector is being considered;

- The Company has deployed surplus funds in treasury operations. The Other Income during the year was Rs.2,324.31 lakhs as against Rs.2,145.58 lakhs recording an increase of 8.33%. The treasury operations of the Company continued to focus on deployment of surplus liquidity within a well defined risk management framework.

THE MANAGEMENT DISCUSSION & ANALYSIS

As required by Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), Management Discussion and Analysis Report for the year ended 31.03.2018 is appended.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31^st March, 2018 was Rs.321.32 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

Your Company has not accepted any public deposits under Chapter 4 of the Companies Act, 2013. As such, no amount of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

(iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standard of corporate governance and believe that business relationship can be strengthened through corporate fairness, transparency and accountability. Your Company is fully compliant with all the mandatory provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A Report on Corporate Governance with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance is annexed as Annexure-A and forms part of this Annual Report. A Certificate from the Chairman & Managing Director and Chief Financial Officer confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and a Declaration by the Chairman & Managing Director for compliance with the Company’s Code of Conduct are annexed as Annexure-A and form part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has put in place a Corporate Social Responsibility Policy in line with Section 135 and Schedule VIII of the Act. The Policy is available on the website of the Company at www.amritcorp.com. As per the Policy, the CSR activities are carried on in areas of skill development & language training for employability, livelihood and income generation, preventive health and sanitation, waste resource management and water conservation and also contribute to Prime Minister’s National Relief Fund, National Mission for Clean Ganga and Swachh Bharat Kosh.

The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-B and forms integral part of this Report.

RISK MANAGEMENT

The Board of Directors of your Company has constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Audit Committee and the Board of Directors are informed of the risks associated and minimization procedures on timely basis. The details of the Committee, its terms of reference and the Risk Management Policy are set out in the Corporate Governance Report forming part of this Report. The Risk Management Policy is posted on the website of the Company at www.amritcorp.com.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at www.amritcorp.com.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in zero tolerance against bribery, corruption and unethical dealings/ behaviours of any form. The Code has been pasted on the Company’s website at www.amritcorp.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the senior management personnel have confirmed compliance with the Code. A Declaration by the Chairman & Managing Director regarding compliance with the Company’s Code of Conduct is attached to the Report on Corporate Governance.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2017-18. All Related Party Transactions entered into in the past were on an arm’s length basis and were in the ordinary course of business. There are no materially significant Related Party T ransactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.amritcorp.com) under the head ‘Investor Relations’. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The statement is supported by a certificate from the CEO and CFO.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company believes that all employees have right to be treated with dignity and to work in an environment free of sexual harassment. The Company will not permit or condone sexual harassment at workplace. The Company will make every effort to ensure that no employee or visitor or any other person is subjected to sexual harassment at any of the Company’s workplaces and the allegations of sexual harassment will be dealt with seriously, expeditiously and confidentially. The Company has in place a formal policy for prevention of sexual harassment, which has been framed in accordance with the provisions of “The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and Rules framed thereunder. No complaints of sexual harassment was received during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors have laid-down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(i) Appointment

No changes have taken place in the Board of Directors and Key Managerial Personnel (KMP) during the year. The details of the Directors are given in the Corporate Governance Report. Upon completion of his tenure, Shri Ashwini Kumar Bajaj has been re-appointed as Managing Director of the Company by the Board of Directors for a period of three years w.e.f. 5^th November, 2017. The said re-appointment of Shri Ashwini Kumar Bajaj is subject to the approval of the shareholders at the annual general meeting.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri G.N.Mehra retires by rotation and is eligible for re-appointment.

(iii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

(iv) Board Evaluation

In compliance with the provisions of the Act, and Regulations 17 and 19 read with Part D of Schedule II to the SEBI LODR, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Directors expressed satisfaction with the evaluation process and performance of the Board of Directors and the Committee.

(v) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. More details of the same are given in the Corporate Governance Report.

(vi) Directors’ Training and Familiarization Programme

The newly appointed Independent Directors are taken through a training & familiarization programme to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing the industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization, continuous training and familiarization every year is not considered necessary for the existing Directors and, accordingly, no such programmes were conducted during the year.

(vii) Board Meetings

During the year, six (6) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies, as mentioned in the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

AUDITORS

(i) Statutory Auditors

At the 76^th Annual General Meeting held on 19^th September, 2017, M/s Mukesh Aggarwal & Co., Chartered Accountants, New Delhi (ICAI Registration No. 011393N) have been appointed as the Statutory Auditors of the Company for an initial period of 5 years from the conclusion of 76^th annual general meeting till the conclusion of 81^st annual general meeting.

The Report given by M/s Mukesh Aggarwal & Co., Chartered Accountants, on the financial statements of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed.

(ii) Cost Auditors

The goods produced by the Company are not covered under cost audit and, therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s RSM & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-C.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is Annexed herewith as Annexure-D.

EXTRACT OF ANNUAL RETURN

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

PERSONNEL

Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.102 lakhs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.102 lakhs during the financial year 2017-18.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-F.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Noida N.K. BAJAJ

August 02, 2018 Chairman & Managing Director