Your Directors have pleasure in presenting their Sixty First Annual Report and Audited Accounts for the year ended March 31,2022. There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.
|
1. FINANCIAL RESULTS
(H in Lakhs)
|
|
Particulars
|
Consolidated
|
Standalone
|
|
2021-22
|
2020-21
|
2021-22
|
2020-21
|
|
Profit after providing for Depreciation and before extraordinary items and taxation
|
6293.68
|
9044.46
|
5831.44
|
5570.40
|
|
Exceptional Items
|
12761.04
|
-
|
-
|
-
|
|
Profit Before Taxation
|
19054.72
|
9044.46
|
5831.44
|
5570.40
|
|
Taxation:
|
|
|
|
|
|
Current Tax - Current Year
|
1314.05
|
1410.34
|
957.00
|
1010.00
|
|
Deferred (including MAT)
|
131.05
|
(236.27)
|
104.09
|
(343.96)
|
|
Profit After Taxation
|
17609.62
|
7870.39
|
4770.35
|
4904.36
|
|
Appropriations:
|
|
|
|
|
|
Dividend
|
(1982.90)
|
2974.35
|
(1982.90)
|
2974.35
|
|
Transfer to General Reserve
|
-
|
-
|
-
|
-
|
|
Balance carried to Balance Sheet
|
15626.72
|
4896.04
|
2787.45
|
1930.01
|
|
EPS (of H 2/- each)
|
35.52
|
15.88
|
9.62
|
9.89
|
During the year under review, the Company has not transferred any amount to reserves.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India forms part of this Annual Report. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their respective Board of Directors.
There is no change in the nature of business of the Company or the Subsidiaries.
Rule 8(5)/(xi) and (xii) are not applicable as there were no proceedings against your Company under the Insolvency and Bankruptcy Code, 2016. There was no one time settlement of financial dues etc.
2. DIVIDEND
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted a Dividend Distribution Policy. The policy
details various considerations, the Company’s dividend track record, usage of retained earnings for corporate actions, etc. based on which the Board may recommend or declare Dividend. The Dividend Distribution policy is available on the Company’s website at https://goclcorp.com/reports/Policy-DividendDistribution2021.pdf. The said Policy lays down various factors which are considered by the Board while recommending dividend for the year.
The Board had declared on August 12, 2021 an Interim Dividend of H 2.00 per equity share of face value of H 2.00 each @ 100%, the Record Date for which was 23rd August 2021 and the same was accordingly paid to the Shareholders, out of the profits of the Company.
The Board has further recommended a final dividend of H 3.00 per equity share (150%) for the financial year 2021-22. This aggregates the total dividend for the financial year 2021-22 to 250%.
Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.
3. CREDIT RATING
Infomerics Valuation and Rating Private Limited (IVR) has assigned a long term rating of IVR A on and short term rating of IVR A1 for the Company.
4. OPERATIONS AND STATE OF AFFAIRS
Standalone:
The net Income of the Company was H 185 crores (previous year of H 162 crores). The profit before tax was H 58.31 crores (H 55.70 crores). The profit after provision for current tax of H 9.57 crores and deferred tax including MAT Credit of H 1.04 crores was H 47.70 crores (H 49.04 crores) resulting in an EPS of H 9.62 for the year (H 9.89).
5. DIVISIONAL PERFORMANCE
5.1 Business Operations
Consolidated:
On a consolidated basis, the net Income of the Company was H 623 crores (H 557 crores). Profit after tax increased to H 176.10 crores (H 78.70 crores). As a result, EPS increased by 124 % to H 35.52 per share.
The wholly owned subsidiary, IDL Explosives Limited achieved a total Income of H 400 crores (H 344 crores). Profit Before Tax was H 1.22 crores (H 6.45 crores). Profit After Tax was H 0.84 Cr (H 4.61 crores).
5.2 Energetics
Energetics business achieved a turnover of H119.49 crores during the year under review. This is the highest turnover in the last 10 years. The improved performance has been contributed by both the domestic and export sales. The Division continues its focus on value added products of electronic detonators.
5.3 Bulk and Cartridge Explosives
Explosives and Cartridges business achieved a business turnover of H382 crores for the year which was 16 % more than the previous year. High ammonium nitrate prices and non- availability affected performance in Q3. However, the subsidiary has tied up with ammonium nitrate suppliers for continuous supplies and availability at reasonable price. Robust demand from PSUs and private players will ensure better performance in FY23.
5.4 Electronics Group
The Electronics Group posted positive results with strong order book for FY 23 and acquired more than 20 new customers in automotive and defense space. Being the niche player in electronics manufacturing space, the group is expanding the facility with latest 3D solder paste inspection machines to benchmark the quality; working with defense OEM design houses for collaboration to offer various RF products to defense labs and focusing on export orders for
turnkey services for the clients globally. Electronics Group has successfully incorporated Quality management systems with IMS and is currently working on AS9100D (defense) and TS16949 for automotive certifications.
5.5 Special Products Group
The Special Products Group (SPG), which serves the Defence and Space sectors, consolidated its business over the years. By successful absorption of transfer of technology (TOT) from Defence Research & Development Organization (DRDO) for Canopy Severance Systems (CSS), the Company has executed orders and awaits further orders. The SPG has obtained repeat orders for Pyro Devices and added new customers. Other product development works are in progress.
5.6 Metal Cladding Division (MCD):
Performance of the Division was H331 lakhs. MCD output was lower during the year due to the prolonged monsoon and higher material prices. However based on orders on hand, the Division’s performance is expected to be better during the subsequent year.
5.7 Exports
Even in the face of Covid 19 pandemic, the Company achieved export sales of H 44.32 crores against H 37.89 crores in the previous year with growth of 17% on annual basis.
The Company has developed new customers in the Asia-Pacific region and obtained repeat orders from East Africa, Middle East and South America utilizing our better portfolio of products and experience with shipping logistics. The Company has a healthy order book for the current financial year and expects better business in FY 23.
The Company is focused on increasing exports by developing new customers and higher volumes with existing customers. The Company will maintain its thrust in exports by adding products in existing markets and foraying into new markets.
5.8 Property Development
Bengaluru
'Ecopolis’, the Company’s mixed-use commercial project, is a joint development project with Hinduja Realty Ventures Limited. The project is located in the growth corridor of North Bengaluru. The 38.15 acres Techpark comprises of SEZ and commercial office space, is being constructed in phases.
Phase 1, of over 14.54 lac sft comprising of office building 'e3’ and Multi Level Car Parking space (MLCP) with a leasable area of over 7.64 lac sft. 'e3’ is a LEED Gold certified building, which is operational with IT/ITES clients working in the building. This building has 3 levels of basement to accommodate clients’ car parking requirements with ground floor and 10 upper floors. The MLCP consisting of 11 levels is designed as an infrastructure bank, which accommodates DG sets on the ground level, hybrid HVAC chillers on the terrace level and additional car parks in the remainder levels which will cater for three buildings in the campus.
The second wave of Covid-19 pandemic continued to cloud the outlook for commercial real estate sector. New lease agreements could not be finalized although, the Developer was in discussions with many MNCs and Indian IT companies for lease of SEZ office space in the completed buildings in Ecopolis’ project at Bengaluru.
Hyderabad
The Company had in the year 2012 entered into a Joint Development Agreement (JDA) in respect of the land situated at Kukatpally, Hyderabad with Hinduja Estates Private Limited (HEPL). With a view of an early monetization of the property, the Company has entered into an Agreement dated August 27, 2021 with Squarespace Infra City Private Limited for sale of 44.25 acres land at Kukatpally, Hyderabad subject to requisite approvals, for a consideration of H451.79 crores. The requisite approvals have since been received. The Company is also receiving the consideration as per the agreed schedule.
6. PROMOTER OF THE COMPANY
Hinduja Capital Limited (HCL) Mauritius, earlier known as Hinduja Power Limited, Mauritius continued to reinforce their
confidence in the long term prospects of your Company with their shareholding in the Company at 73.83%.
7. PUBLIC DEPOSITS
The Company had during the earlier financial year repaid / prepaid all the public deposits and there were no outstanding public deposits at the beginning of the year under review. The Company has not accepted any public deposits during the year. Thus, there are no unpaid, unclaimed or outstanding public deposits or outstanding interest as at March 31, 2022. The Board of Directors of the Company may consider accepting fresh public deposits at the appropriate time, as per the regulatory changes under the Companies Act, 2013.
8. TAXATION
Odisha Sales Tax
The Sales Tax cases pertain to branch transfer of finished goods from Rourkela factory (since transferred to IDL Explosives Limited as part of the Demerger in 2011) situated in the State of Odisha to Coal India Limited subsidiaries in other States during the period 1975-76 to 1983-84.
Writ Petitions for assessment years 1976-77 to 1983-84 were filed in March, 2013 in the Odisha High Court against the order of the Commissioner of Commercial Taxes. The High Court of Odisha has granted stay on the tax re-computation order and the order of Commissioner of Commercial Taxes. The Writ Petitions are pending.
In respect of other assessment years 1998-99, 2002-03, 200405 & 2005-06 the petitions are pending before the Odisha Sales Tax Tribunal and Odisha High Court.
Due to Covid-19 situation, the matter did not progress during the year. The Company is expecting a scheme for onetime-settlement of commercial taxes, to be issued by the Government of Odisha.
9. SUBSIDIARIES:
The Company has at present three subsidiaries, out of which two are material subsidiaries.
From the two material subsidiaries, one is in India, namely IDL Explosives Limited. The other material subsidiary is in the UK and is an SPV, incorporated originally for the purpose of overseas acquisition of Houghton which has since combined with Quaker Chemical Corp. The Company has during the year under review (w.e.f. September 1,2021) acquired APDL Estates Limited, which is engaged in property development. The annual performance of the subsidiaries is as under:
IDL Explosives Limited reported net a profit of H 84.26 lakhs (H 460.56 lakhs).
HGHL Holdings Limited, UK reported a profit of H 15339.75 lakhs (H 5858.69 lakhs).
APDL Estates Limited, incurred a loss of H 81.62 lakhs
In accordance with section 136 of the Companies Act, 2013, the audited Financial Statements including Consolidated Financial Statements and related information of the Company and audited accounts of the each of its subsidiaries are available on our website www.goclcorp.com. These documents will also be available for inspection till the date of AGM during working hours at our Registered Office. A statement containing salient features of the financial statement of the above subsidiaries are disclosed in Form-AOC 1 as Annexure-A’ to this Report.
A Scheme of Arrangement has been proposed for amalgamation of APDL Estates Limited with the Company.
Overseas subsidiary
The Company through its UK based subsidiary HGHL Holdings Limited (HGHL) was holding a strategic beneficial interest of 10% in Houghton International Inc., USA, which had combined with Quaker Chemical Corporation. HGHL has fully divested this investment. The initial investment of GOCL in HGHL was only GBP 1,00,000. Thus the Company and its overseas subsidiary HGHL have substantially benefitted out of the said investment.
After fully repaying the LOC/SBLC Facility of USD 300 million availed in the year 2012 in connection with the acquisition of Houghton International Inc., HGHL has availed of a Stand By Letter of Credit (SBLC) USD 200 million to pursue an opportunity in the United Kingdom in a hospitality project. This SBLC facility availed by HGHL is collaterally secured by the factory land parcel of the Company at Hyderabad and also guaranteed by Gulf Oil International Limited (GOIL) along with a Cash Deficit Undertaking to the lender. The Company continues to receive 100 bps commission per annum for providing security for the SBLC.
10. HUMAN RESOURCES / INDUSTRIAL RELATIONS:
The Company continues to accord paramount importance to health and safety of its employees and workforce. Necessary class room and on-job training has been provided to employees on Safety, Quality and Standard Operating Procedures (SOP) aspects. The Company continued its welfare measures to its employees and workforce by way of transport, canteen, uniform, personal protective equipment (PPE), etc.
During second wave of COVID 19, awareness and precautionary measures were taken in the company to prevent the employees from getting effected by the Covid 19 Virus.
Safety
The Company is mainly focused on 5 Core Values as follows: 1) Ethics & Integrity; 2) Safety; 3) Innovation & Creativity; 4) Quality and 5) Customer Focus. Safety being one of the core values, builds the foundation for the best safety culture. The Occupational Health & Safety Management System lies in the culture of the organization, and the organization believes that safety is the key factor for overall health and performance
of the organization. Basis of safety is achieved through inherent design, safe distances, remote operations, process interlocks, safety procedures, preventive maintenance, good housekeeping and training.
The organization is in continuous improvement of its processes through automation technologies, introduction of new machineries and introduction of remote operations with PLC controls which reduces the human intervention in critical operations thereby creating safe work place. Behaviour based safety is achieved through employee consultation and participation, continuous refresher trainings and enforcement of strict safety rules and procedures. Despite the global pandemic situation, the organization emerged with its team work and handled the situation with a challenge to maintain the occupational health & safety throughout the factory. Programs have been conducted for all the employees to create awareness on the pandemic and special emphasis has been made on personal hygiene and cleanliness. Many precautions have been taken to fight the COVID-19 by maintaining social distances, hand sanitization, contact less work culture, disinfection of equipment, tools and provision of required PPE etc.
The Hyderabad factory of the Company has been awarded the prestigious "Golden Peacock Occupational Health & Safety Award 2021” from the Institute of Directors, International Golden Peacock Organization on 8th December 2021 on the eve of 22nd World Congress on Environment Management & Climate Change 2021 under Explosives Engineering Sector. GOCL Team has achieved this award for appreciable achievement of Occupational Health & Safety by attaining 2.9 Million Accident Free man hours in Hyderabad Factory.
Safety is being given an utmost importance in the day to day activities and taking necessary steps to create a safe work place for employees and safe products. The organization is in compliance with Integrated Management System. Integrated Management System was strengthened by successful upgradation of ISO 45001:2018 Occupational Health & Safety Management System from old BS OHSAS 18001:2007 Standard. ISO 14001:2015 Environment Management System and ISO 9001:2015 Quality Management Systems in the organization, which further enhances the credibility of the organization in the international market.
We have a strong focus on Research & Development with self-contained in terms of tooling, design, instrumentation, production and testing. We have developed new products with incorporation of latest electronic systems for enhanced safety in the work place and security of the products. Statutory and regulatory approvals for these new products are in pipeline and upon receiving the same will set a benchmark in explosives industry. We are in compliance with the PESO online system for Explosive Tracking and Tracing (SETT) and every explosive transaction is being carried out with enhanced transparency in explosive manufacturing, transportation and storage.
Safety training programs are being carried out on regular basis on safe operating procedures and safe handling of hazardous materials. Emergency evacuation mock drills are regularly
carried out to assess the onsite emergency preparedness as per the protocols and mitigation and rescue exercises. Regular EHS inspections, internal and external safety audits are being carried out to identify all kinds of hazards in the work place and suitable action plan is being implemented to create a safe work place in the organization. Safety Tools like HAZOP HIRARC, EAI, JSA and Leading and Lagging Indicators are in use to address all kinds of safety issues.
Safety and Security review by the top management is being carried out on monthly basis and by the Board level Safety Review Committee on quarterly basis, to increase the effectiveness of the safety culture within the organization. Central Safety Committee has been constituted and regular meetings are being carried out on quarterly basis to bring out the safety issues from the shop floor. Opening remarks, followup actions from the previous meetings, safety performance, opportunities for improvement and recommendations are reviewed and recorded. Strengthening of CCTV surveillance monitoring in vulnerable process areas, safety walk through audits by the cross functional teams, have helped to strengthen the overall safety processes in the Hyderabad Works.
Occupational Health and Preventive Health Check-ups
Occupational Health of employees is given the utmost importance and suitable ergonomic work places are designed with proper illumination and fresh air ventilation. The work zone air monitoring is carried out on regular basis to assess the environment in the workplaces and complying with the work place exposure norms by statutory authorities. Specialized medical tests for occupational health hazards are carried out perodically for all the employees. Health and hygiene medical tests are carried out for all canteen employees to ensure hygienic food in the canteen.
As a part of preventive healthcare, the Hyderabad Factory regularly organizes free medical check-ups for all the employees and workers in association with reputed multi-specialty corporate hospitals in cardiology, orthopaedics, diabetics, gynaecology, dental and eye check-ups etc. All the employees are monitored for non-communicable diseases related to the lifestyle. The health monitoring activity is continued to create awareness among the employees to maintain a healthy life style and good health. The Occupational Health Centre is equipped with new upgraded equipment to take good care of the employee health.
Security
Strengthening of the security of the operations and the facilities is taken up on regular basis by adopting technology and improvisation such as installation of more and more CC cameras for monitoring unauthorised movements, illegal activities and encroachments. All security documents, records and registers are updated for strengthening the security and SOPs are updated as per IB recommendations. Training programmes have been conducted in the area of fire fighting and handling of fire extinguishers by safety personnel and fire crew.
Recognising the quality and the efficacy of the Company’s systems and the procedures in the area of safety and security,
the Government deputes their security personnel to undergo training with the Company. One day training program was conducted to 60 personnel of the Telangana State Intelligence Security Wing (ISW). National Security Guard Operations & Training Directors, Octopus Team and Local Police have successfully completed reconnaissance at our plant.
Employment Practices & Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company believes in fair employment practices and is committed to provide an environment that ensures that every employee is treated with dignity and respect and is provided equitable treatment. The Company has a large proportion of women in the workforce and has adopted a Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. No complaint was received in this regard, during the year.
11. 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 Section 134 of the Companies Act, 2013:
(a) that in the preparation of the annual accounts/financial statements for the financial year ended 31st March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
(b) that the accounting policies as mentioned in the financial statements were selected and applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) that proper and sufficient care had 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;
(d) that the annual accounts were prepared on a going concern basis;
(e) that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In compliance with Section 135 of the Companies Act, 2013 and other applicable provisions, the Company has constituted Corporate Social Responsibility Committee. The Committee presently consists of Mr. Ajay Hinduja, Non-Executive Director and Chairman of the Board as Chairman of the Committee, Mr. Sudhanshu K Tripathi, Non-Executive Director and Mr. Aditya Sapru, Independent Director, as the other Members of the Committee. The Committee met once during the year. The CSR Policy of the Company is displayed on the website of the Company.
The Company had incurred CSR expenditure of H 50 lakhs during the financial year 2020-21 which was in excess of its obligation. The excess amount has been set off in the subsequent financial year(s). The Annual Report on CSR activities is annexed herewith as 'Annexure- B’.
13. AUDITORS
Statutory / Financial Audit
BSR & Associates LLP the current Auditors of the Company were appointed at the 56th Annual General Meeting of the Company held in 2017 for a period of five years. Accordingly, BSR & Associates LLP would complete their term and tenure as envisaged in Section 139 of the Companies Act 2013 at the conclusion of the ensuing AGM of the Company.
Based on the recommendation of the Audit Committee, the Board of Directors proposes for appointment of Haribhakti & Co. LLP Chartered Accountants, (Firm Registration No. 103523W / W100048) the Statutory Auditor of the Company. The Company has received a certificate under Section 141(3) of the Companies Act, 2013 read with Rule 10 of the Companies (Audit and Auditors) Rules, 2014 from Haribhakti & Co. LLP Chartered Accountants, confirming their eligibility to be appointed as the Auditors of the Company and that they are free from any disqualifications and that they do not violate the limits as specified under the Companies Act, 2013. The necessary Resolution for appointment of Haribhakti & Co. LLP, Chartered Accountants, as the Statutory Auditors to hold office from the conclusion of the 61st Annual General Meeting till the conclusion of the 66th Annual General Meeting has been included in the Notice of the ensuing 61st Annual General Meeting of the Company and the Resolution is recommended for your approval.
Cost Records and Cost Audit
In terms of Section 148 of the Companies Act 2013 and the Companies (Cost Records & Audit) Rules, 2014, the Company, being manufacturer of Detonators, Detonating Fuse, Explosives, etc. maintains proper cost records as specified by the Central Government and is also required to appoint a cost auditor. Accordingly, the Board of Directors has appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad as the Cost Auditors of the Company for the financial year 2021-22.
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 Board has appointed BS & Company Company Secretaries LLP, Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed herewith as 'Annexure C1’.
Secretarial Audit of Material Unlisted Indian Subsidiary
Secretarial Audit of IDL Explosives Limited, the material unlisted Indian subsidiary of the Company was also undertaken by BS & Company Company Secretaries LLP, Company Secretaries, Hyderabad for the financial year 202122 and their Report is annexed 'Annexure C2’ to this Report in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by BS & Company Company Secretaries LLP, Company Secretaries, Hyderabad has been submitted to the Stock Exchanges within the specified time and same is annexed here with as 'Annexure C3’.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
Internal Auditor
In terms of Section 138 of the Companies Act 2013, The Board of Directors of the Company has appointed Ernst & Young LLP as Internal Auditors to conduct Internal Audit of the Company for FY 23. The Company also has an in-house internal audit department.
There was no qualification, reservation or adverse remark disclaimer in the auditors report, cost audit report or the secretarial audit report.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, the Cost Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
14. INTERNAL FINANCIAL CONTROLS
In order to ensure orderly and efficient conduct of the business, safeguard the assets, ensure the accuracy and completeness
of the accounting records and timely preparation of reliable financial information and financial statements, the Company has put in place adequate Internal Financial Controls in the form of various policies and procedures. Adequacy and effectiveness of the Internal Financial Controls of the Company are validated on annual basis by an external audit firm who provide assurance to the Board and the statutory Auditors.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures / concerns received during the year under review in terms of the vigil mechanism established by the Company.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of other loans, guarantees, securities and investments made by the Company, are in the notes to the financial statements forming part of the Annual Report.
There were no loans or advances in the nature of loans to firms/companies in which directors are interested, either by the Company or its subsidiaries.
17. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company transferred unclaimed dividend amount of H 2,445,438.00 (pertaining to dividend for FY 2013-14) to the Investor Education and Protection Fund in compliance with the applicable provisions of the Companies Act, 2013. Your Company also transferred during the year 20,532 shares to the IEPF Authority, in respect of which dividend had remained unclaimed for a consecutive period of 7 years. The Company Secretary is the Nodal Officer under the IEPF Rules.
18. DIRECTORS and KMPs
During the year there were some changes in composition of the Board of Directors and Key Managerial Personnel (KMPs) of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Sudhanshu Kumar Tripathi retires by rotation at the 61st Annual General Meeting of the Company and is eligible for re-appointment. The Board recommends his re-appointment.
During the year under review, on the recommendation of the Nomination and Remuneration Committee, the Board had appointed Mr. Pankaj Kumar (DIN: 08460825) as Chief Executive Officer and Whole Time Director of the Company
with effect from 30th August, 2021 which was approved by the Shareholders at the previous Annual General Meeting of the Company.
The Board of Directors of the Company ("the Board”) at its meeting held on May 27, 2022, has appointed Mr. Pankaj Kumar as Managing Director & CEO for a period of 5 years with effect from August 30, 2022 or until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2027, whichever is later, subject to approval of the shareholders.
Mr. Subhas Pramanik (DIN: 00020414) has retired as Managing Director of the Company at the end of his tenure on September 28, 2021. Mr. Pramanik has also resigned from the Board of Directors, effective from close of September 28, 2021. The Board wishes to place on record its appreciation for the contribution made by Mr. Pramanik for the growth and diversification of the business of the Company.
The number and details of the meetings of the Board and other Committees are furnished in the Corporate Governance Report.
There were no pecuniary relationships or transactions with any Directors other than payment of sitting fees and Directors’ Commission. There were no stock options issued to any Directors.
The Independent Directors have furnished declarations of independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
All the Directors of the Company including the Independent Directors have affirmed Codes of Conduct as applicable.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
Disclosure of Expertise / Skills / Competencies of the Board of Directors
The list of core skills / expertise / competencies identified by the Board of Directors of the Company as required in the context of its business (es) and sector(s) for it to function effectively and those actually available with the Board, form part of the Corporate Governance Report.
Directors’ Appointment and Remuneration Policy
The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company and formulates the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations. The Board has in an earlier year, on the recommendations of the Nomination and Remuneration Committee, framed a policy for remuneration of the Directors and Key Managerial Personnel. The objective of the Company’s remuneration policy is to attract, motivate and retain qualified and expert individuals that the company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company’s stakeholders.
The Non-Executive Directors (NED) are remunerated by way of Sitting Fee for each meeting attended by them and an annual commission on the profits of the Company. Commission to respective non-executive directors is determined on the basis of an objective criteria discussed and agreed upon by the Committee Members unanimously. NEDs are reimbursed any out of pocket expenses incurred by them in connection with the attendance of the Company’s Meetings.
Directors and Officers Liability Insurance (‘D&O’)
As per the requirements of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has taken Directors and Officers Liability Insurance ('D and O insurance’) for all its Directors and members of the Senior Management.
Particulars of Employees and Remuneration
The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as 'Annexure D’. The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.
None of the employees listed in the said Annexure is related to any Director of the Company.
19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated 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 E’.
20. INFORMATION ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited and the National Stock Exchange of India Limited and the Listing Fees have been paid to them are up to date.
21. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report ('BRR’) of the Company for the year ended March 31, 2022 forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as 'Annexure F’.
22. CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors’ Certificate on its compliance with the corporate governance requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) is attached as 'Annexure G’ to this Report.
23. RELATED PARTY TRANSACTIONS
No material related party transactions / arrangements were entered into during the financial year. Related party transactions approved in earlier years and continued during the year, were on an arm’s length basis and were in the ordinary course of business. During the year under review, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
All related party transactions / arrangements, mostly with the wholly owned subsidiaries, are on arm’s length basis and are in the ordinary course of business. The Audit Committee/ Board reviews all the related party transactions on annual basis. The policy on Related Party Transactions as approved by the Board is displayed on the Company’s website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Details of the transactions with Related Parties are provided in the accompanying financial statements.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant or material order(s) passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
25. ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available at the weblink: https://goclcorp.com/reports/Misc-AReturn2022.pdf
26. DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
The Company’s acquisition of APDL Estates Limited amounts to downstream investment under the Foreign Exchange Management Act, 1999. The Company adheres to the Foreign Exchange Management Act, 1999 and the Regulations thereunder with respect to downstream investments made in its subsidiaries. Certificate from the Auditors in this regard is being obtained.
27. RISK MANAGEMENT
Details of development and implementation of risk management policy for the Company including identification of elements of risks form part of the Management Discussion and Analysis and Corporate Governance Report.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of your Company and its businesses is given in the
Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ACKNOWLEDGEMENTS
Your Directors would like to express and place on record their appreciation for the continued co-operation and support received from the financial institutions, banks, Government of India and various State Government authorities and agencies, customers, vendors and members during the year under review. Your Directors also place on record their deep appreciation to the employees for their continued dedication, commitment, hard work and significant contributions to the Company in very competitive market conditions. The Directors also thank the Company’s investors, business associates, for their continued co-operation and support.
for and on behalf of the Board of Directors
Place: Switzerland Ajay P Hinduja
Date: May 27, 2022 Chairman
|