Gujarat Fluorochemicals Ltd
Directors Reports
<dhhead>Board’s Report</dhhead>
To,
The Members of
Gujarat Fluorochemicals Limited
The Board of Directors is delighted to present the Fifth Board’s
Report on the business and operations of Gujarat Fluorochemicals
Limited ("the Company") along with the summary of standalone
and consolidated financial statements for the year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE
Key highlights of consolidated and standalone financial performance for
the year ended 31st March, 2023, are summarised as under: (Rs. in Lakhs)
| Sr. |
Particulars |
Consolidated |
Standalone |
|
| No. |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| 1. |
Revenue from Operations |
5,68,466 |
3,95,359 |
5,62,198 |
3,81,309 |
| 2. |
Other Income |
17,230 |
16,055 |
18,107 |
16,284 |
| 3. |
Total Revenue (1+2) |
5,85,696 |
4,11,414 |
5,80,305 |
3,97,593 |
| 4. |
Total Expenses |
4,07,222 |
3,06,895 |
3,98,424 |
2,94,582 |
| 5. |
Share of Loss of joint venture |
(*) |
(*) |
- |
- |
| 6. |
Profit before exceptional items and tax
(3 4 + 5) |
1,78,474 |
1,04,519 |
1,81,881 |
1,03,011 |
| 7. |
Exceptional Items |
- |
- |
- |
- |
| 8. |
Profit before tax (6 + 7) |
1,78,474 |
104,519 |
1,81,881 |
1,03,011 |
| 9. |
Tax Expenses (Current Tax and Deferred Tax) |
46,163 |
27,037 |
46,327 |
25,700 |
| 10. |
Tax pertaining to earlier years |
6 |
(105) |
(6) |
(103) |
| 11. |
Profit/(Loss) for the period (8 -9 - 10) |
1,32,305 |
77,587 |
1,35,560 |
77,414 |
| 12. |
Other comprehensive income |
1,500 |
(255) |
(138) |
41 |
| 13. |
Total Comprehensive Income (11+12) |
1,33,805 |
77,332 |
1,35,422 |
77,455 |
|
Attributable to Owners of the Company |
1,34,419 |
78,428 |
- |
- |
|
Non-controlling Interest |
(614) |
(1096) |
- |
- |
(*) Amount is less than Rs. 1 Lakh
Consolidated Financial Statements
As per Regulations 33 and 52 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as "SEBI Listing Regulations") and applicable provisions of the
Companies Act, 2013 ("The Act") read with the Rules issued thereunder, the
Consolidated Financial Statements of the Company for the Financial Year 2022-23 have been
prepared in compliance with applicable Indian Accounting Standards prescribed under
Section 133 of the Act and other accounting principal generally accepted in India and on
the basis of Audited Financial Statements approved by the respective Board of Directors of
the Company, its Subsidiaries and its joint venture and management of the Foreign and
Indian Subsidiary companies.
The Consolidated Financial Statements together with the Auditors’
Report form part of this Annual Report. The Audited Standalone and Consolidated Financial
Statements for the Financial Year 2022-23 shall be laid before the Annual General Meeting
for approval of the Members of the Company.
2. STATE OF COMPANY’S AFFAIRS
Consolidated:
On a consolidated basis, the revenue for FY 2023 was
Rs. 5,68,466 Lakhs, higher by 44% over the previous year’s revenue
of Rs. 3,95,359 Lakhs.Theprofitafter tax
(PAT) attributable to shareholders and non-controlling interests for FY
2023 and FY 2022 was Rs. 1,32,305 Lakhs and Rs. 77,587 Lakhs, respectively.
Standalone:
On a standalone basis, the revenue for FY 2023 was
Rs. 5,62,198 Lakhs, higher by 47% over the previous year’s revenue
of Rs. 3,81,309 Lakhs in FY 2022. The PAT attributable to shareholders in FY 2023 was
Rs. 1,35,560 Lakhs registering a growth of 75% over the PAT of Rs.
77,414 Lakhs in FY 2022. For more details on the Consolidated and Standalone performance,
please refer to Management Discussion & Analysis.
3. DIVIDEND
During the year, the Company has paid interim dividend for the
Financial Year 2022-23 at Rs. 2.00 per equity share of Rs. 1/- each (200%) amounting in
total Rs. 2,197 Lakhs to the shareholders of the Company.
The Board is pleased to recommend a final dividend at Rs. 2.00 per
equity share of Rs. 1/- each (200%) for the year ended 31st March, 2023 subject
to the approval of shareholders at the ensuing Annual General Meeting. During the
Financial Year 2022-23, the Company has declared total dividend Rs. 4.00 per share i.e.
400 %. According to Regulation 43A of the SEBI Listing Regulations, the Board has adopted
a Dividend Distribution Policy, which had been placed on the website of the Company and
can be accessed at the link: https://www.gfl.co.in/upload/pages/
cb3188297d3bc8c19fffd7aad5832d0f.pdf
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to reserve of the Company for the Financial Year 2022-23.
5. ISSUE AND LISTING OF NON-CONVERTIBLE DEBENTURES
During the year under review, the Company has issued 5,000 senior,
secured, listed, rated, taxable, redeemable, non-convertible debentures each having a face
value of Rs. 1,00,000 (Indian Rupees One Lakh) at par for the aggregate amount of Rs.
50,00,00,000 (Indian Rupees Fifty Crores) by way of private placement. The following are
the details of Non-Convertible Debentures:
| Sr. No. |
Particulars |
Details |
| 1. |
Date of issue and allotment of the
Securities |
21st March, 2023 |
| 2. |
Number of Securities |
5,000 (Five Thousand) senior, secured,
listed, rated, taxable, redeemable, non-convertible debentures |
| 3. |
ISIN |
INE09N307018 |
| 4. |
Whether the issue of the securities was by
way of preferential allotment, private placement or public issue |
Private Placement |
| 5. |
Brief details of the debt restructuring
pursuant to which the securities are issued |
Not Applicable |
| 6. |
Issue price |
Rs. 1,00,000 |
| 7. |
Coupon Rate |
8.52% p.a. |
| 8. |
Maturity Date/Date of Redemption |
Rs. 17 Crore - 21st March, 2024
Rs. 17 Crore - 21st March, 2025 Rs. 16 Crore - 20th March, 2026 |
| 9. |
Amount Raised |
Rs. 50.00 Crores |
| 10. |
Listed with Stock Exchanges and date of
Listing |
Listed with BSE Limited only w.e.f. 23rd
March, 2023 |
6. FIRE INCIDENT
On16th December, 2021, there was a fire at the
Company’s
MPP Unit-2 plant at Ranjitnagar site in Gujarat. In this incident
certain property, plant and equipment, inventory and other assets were damaged. The
Company is adequately insured for the damaged facilities and also for loss of profits due
to business interruption. The
Company, on the basis of valid insurance contracts, had lodged claims
with the insurance company. The survey and loss assessment by the insurance company is
currently ongoing.
During the previous year ended 31st March, 2022, the Company
had derecognized the net book value of the damaged assets (including property, plant and
equipment and inventories) of Rs. 4,256.98 Lakhs and expenses/loss pertaining to this
incident (including estimated compulsory deductible by Insurance Company) amounting to Rs.
720.67 Lakhs had been expensed out. The Company had also recognised
Rs. 2,788.73 Lakhs towards loss of profits due to business
interruption. During the year, out of the total insurance claim lodged of Rs. 7,021.30
Lakhs (net of compulsory and other deductibles), the Company has received interim payment
of Rs. 1,897.67 Lakhs from the insurance company and the balance amount of Rs. 5,123.63
Lakhs is included in "Other current financial assets" in the balance sheet.
Differences, if any, will be recognized upon the final settlement of such claim.
7. RE-CLASSIFICATION OF PROMOTER GROUP MEMBERS
During the Financial year 2022-23, on 1st February, 2023,
the Board of Directors of the Company had received requests from Mr. Pavan Kumar Jain,
Mrs. Nayantara Jain, Mr. Siddharth Jain, Mr. Kapoor Chand Jain, Ms. Hem Kumari, M/s. Inox
Chemicals LLP and M/s. Siddhomal Trading LLP belonging to Members of Promoter Group of the
Company for reclassifying themselves from the "Promoter Group" category to the
"Public" shareholders category, in accordance with the Listing Regulations as
amended.
The Board of Directors of the Company at their meeting held on 7th
February, 2023 considered and approved the re-classification of the said Promoter Group
Members from Promoter Group Category to Public Category of the Company, subject to
necessary approvals from the Members, Securities and Exchange Board of India (SEBI), Stock
Exchanges, as may be required.
Members of the Company at their held through postal ballot on 11th
March, 2023, had approved the said re-classification. Pursuant to the same, an
application in terms of Regulation 31A of the Listing Regulations was made to the stock
exchanges for their approval.
The Company had received the approval from National Stock Exchange of
India Limited (NSE) and BSE Limited, on 8th May, 2023 for re-classification of
the said
Members of Promoter Group as Public Shareholders.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
Appointments / Re-appointments:
The following Directors are proposed for appointments / re-appointments
at the Fifth Annual General Meeting of the Company:
Appointment of Director in place of Mr. Devendra
Kumar Jain (DIN: 00029782) who retires by rotation and being eligible,
offers himself for re-appointment.
Re-appointment of Mr. Jay Mohanlal Shah (DIN:
09761969), as Whole-time Director of the Company and approve payment of
remuneration to him, with effect from 1st November, 2023.
Mr. Shanti Prashad Jain (DIN: 00023379), Mr. Shailendra Swarup (DIN:
00167799), Mr. Chandra
Prakash Jain (DIN: 00011964), Mr. Om Prakash Lohia (DIN: 00206807) and
Ms. Vanita Bhargava (DIN: 07156852) are Independent Directors of the Company and their
First term as Independent Directors will expire on 5th December, 2023.
On the recommendation of Nomination and Remuneration Committee, Board
of Directors and subject to the approval of the Shareholders at ensuing Annual General
Meeting, the above named Directors are proposed to be re-appointed as Independent
Directors for their Second Term i.e., from 6th December, 2023 to 5th
December, 2028 and their office shall not be liable to retire by rotation.
Necessary Resolution in respect of Directors seeking
appointment/re-appointment and their brief resume pursuant to Regulation 36(3) of the SEBI
Listing Regulations are provided in the Notice of the Annual General Meeting forming part
of this Annual Report. During the Financial Year 2022-23, the following directors were
re-appointed post receipt of Shareholder’s approval:
Re-appointment of Mr. Sanath Kumar Muppirala
(DIN: 08425540), as Whole-time Director of the Company and approve
payment of remuneration to him, with effect from 28th April, 2023.
Re-appointment of Mr. Niraj Kishore Agnihotri
(DIN: 09204198), as Whole-time Director of the Company and approve
payment of remuneration to him, with effect from 1st July, 2023.
Resignation of Director
During the year under review, Mr. Sanjay Sudhakar Borwankar (DIN:
08640818) has tendered his resignation from the post of Whole-time Director of the
Company, with effect from 31st October, 2022, for his better future prospects.
Declaration of Independence
The Independent Directors of the Company have given the declaration and
confirmation to the Company as required under Section 149 (7) of the Companies Act, 2013
and Regulation 25 (8) of SEBI Listing Regulations confirming that they meet the criteria
of independence and 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 judgement and without any external influence.
Key Managerial Personnel
Following are Key Managerial Personnel (KMP) of the Company as per
Section 2(51) and 203 of the Companies Act, 2013:
1) Mr. Vivek Jain – Managing Director
2) Mr. Manoj Agrawal Chief Financial Officer
3) Mr. Bhavin Desai – Company Secretary and
Compliance Officer
9. BOARD RELATED INFORMATION
Meetings of the Board
Four (4) Board Meetings were held during the financial year ended 31st
March, 2023. For further details, please refer to the Corporate Governance Report, which
forms part of this Annual Report. The intervening gap between the meetings was within the
period prescribed under the Act and the SEBI Listing Regulations.
Composition of Audit Committee
The Audit Committee comprised four (4) Members out of which three (3)
are Independent Directors and one (1) is an Executive Director. During the year under
review, four (4) Audit Committee Meetings were held, details of which are provided in the
Corporate Governance Report. During the year under review, there were no instances when
the recommendations of the Audit Committee were not accepted by the Board.
Performance Evaluation
In accordance with the manner of evaluation specified by the Nomination
and Remuneration Committee, the Performance Evaluation forms containing criteria for
evaluation of Board as a whole, Committees of the Board and individual Directors and
Chairperson of the Company were sent to all the Directors with a request to provide their
feedback to the Company on the Annual Performance Evaluation of Board as a Whole,
Committees of Board, Individual Directors of the and Chairperson of the Company,
fulfillment independence criteria and independence of Independent Directors from the
Management for the Financial Year 2022-23. Further, based on the feedback received by the
Company, the Nomination and Remuneration Committee at its Meeting held on 7th
February, 2023 had noted that the Annual Performance of each of the Directors is highly
satisfactory and decided to continue the terms of appointment of all the Independent
Directors of the Company.
Familiarisation Programme for Independent Directors
The Company has conducted familiarisation programme for Independent
Directors during the year. The details for the same have been disclosed on the website of
the Company at the web-link https://gfl.co.in/upload/
pages/6183df9a8ef1007071432a730d1689bb.pdf
Nomination and Remuneration Policy
TheNominationandRemunerationPolicyoftheCompany is available at the web
link https://www.gfl.co.in/upload/ pages/cb6ba6345d09cb9d816af1bb665c860a.pdf The salient
features and objectives of the Policy are as follows: a. To lay down criteria for
identifying persons who are qualified to become Directors and who may be appointed in
Senior Management of the Company in accordance with the criteria laid down by Nomination
and Remuneration Committee and recommend to the Board their appointment and
removal; b. To formulate criteria for determining qualification, positive attributes and
Independence of a Director; c. To determine the composition and level of remuneration,
including reward linked with the performance, which is reasonable and sufficientto
attract, retain and motivate Directors, KMP, Senior Management Personnel & other
employees to work towards the long-term growth and success of the Company.
Directors’ Responsibility Statement as per SubSection (5) of
Section 134 of the Companies Act, 2013
To the best of their knowledge and belief and according to the
information and explanations obtained by your Directors, they make the following
statements in terms of Section 134(3) (c) of the Companies Act, 2013: i. in the
preparation of the Annual Accounts for the Financial Year ended 31st March,
2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013,
have been followed and there are no material departures from the same; ii. the
Directors had 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 profits of the Company for that period; iii.
the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; iv.
the Directors had prepared the Annual Accounts on a going concern basis; v. the Directors
had laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls were adequate and were operating effectively; and vi. the
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report
Management’s Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the SEBI Listing Regulations read with para B
of Schedule V is presented in a separate Section forming part of this Annual Report.
Corporate Governance Report
The Company has complied with the corporate governance requirements
under the Act, and the SEBI Listing Regulations. A separate section on Corporate
Governance along with a certificate from practicing
Company Secretary regarding compliance of conditions of Corporate
Governance is attached as ANNEXURE - 1.
In compliance with the requirements of Regulation
17 of SEBI Listing Regulations, a certificate from the Managing
Director and Chief Financial Officer of the Company, who are responsible for the finance
function, was placed before the Board.
All the Board Members and Senior Management
Personnel of the Company had affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel. A declaration to this effect duly
signed by the Managing Director is annexed as a part of the Corporate Governance Report.
Business Responsibility and Sustainability Report
A Business Responsibility and Sustainability Report as per Regulation
34 (2) (f) of the SEBI Listing Regulations, detailing the various initiatives taken by the
Company on the environmental, social and governance front forms an integral part of this
report. The said report is annexed to this report as ANNEXURE - 2.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no orders passed by any Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in future.
11. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities are provided in the Standalone Financial Statements of the Company. For
details, please refer to Note no. 9, 10, 37, 45, 47 and 52(i) of the Standalone Financial
Statements of the Company.
12. SUBSIDIARIES AND JOINT VENTURE
The Company has 7 (Seven) subsidiaries as on 31st
March, 2023. There is one joint venture company within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act"). There has been no material change in the nature of
the business of the subsidiaries.
During the Financial Year 2022-23, the Holding Company through its
wholly owned subsidiary Gujarat Fluorochemicals Singapore Pte. Limited, acquired 26% of
shareholding in GFL GM Fluorspar SA, Morocco for
Rs. 368 Lakhs and as a result, GFL GM Fluorspar SA is now wholly owned
subsidiary of Gujarat Fluorochemicals Singapore Pte. Limited.
A separate statement containing the salient features of financial
statements of all Subsidiaries and Joint Venture of the Company forms a part of
Consolidated Financial Statements in compliance with Section 129 and other applicable
provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the
Companies Act, 2013, the Financial Statements of the subsidiaries and joint venture are
available for inspection by the members at the Registered Office of the Company during
business hours on all days except Saturdays, Sundays and public holidays upto the date of
ensuing Annual General Meeting (‘AGM’). Any member desirous of obtaining a copy
of the said Financial Statements may write to the Company Secretary at the Registered
Office of the Company. The Financial Statements including the Consolidated Financial
Statements, Financial Statements of subsidiaries and all other documents required to be
attached to this report have been uploaded on the website of the Company www.gfl.co.in.
The
Company has formulated a policy for determining material subsidiaries.
The Policy may be accessed on the website of the Company https://www.gfl.co.in/upload/
pages/1df90f4ee914983e2e0c7dd1b0815cdd.pdf
The Report on the performance and financial position of each of the
Subsidiaries and Joint Venture Companies of the Company is annexed to this report in Form
no. AOC-1 pursuant to first proviso to sub-section (3) of
Section 129 of the Companies Act, 2013 and Rule 5 of Companies
(Accounts) Rules, 2014 is annexed to this report as ANNEXURE - 3.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The CSR initiatives and activities are aligned to the requirements of
Section 135 of the Act. The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE
- 4 of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the
Corporate Governance Report, which is a part of this report. The Policy is available on
the Company’s website at https://www.gfl.co.in/upload/
pages/6b1b59ceda092ea23f013e89e01eb86d.pdf
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Section 177(9) of the Act read with Regulation
22(1) of the SEBI Listing Regulations, the Company is required to establish an effective
vigil mechanism for Directors and Employees to report improper acts or genuine concerns or
any leak or suspect leak of Unpublished Price Sensitive Information. The Company has
accordingly establish a Vigil Mechanism / Whistle Blower Policy for all its Employees and
Directors to report improper acts. The details of the said mechanism and policy are
available on the Company’s website at https://www.gfl.co.in/upload/
pages/586e7645e3df22f3cd8c55abc0ad6dce.pdf
15. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES
All contracts / arrangements / transactions entered by the Company
during the year under review with Related Parties are approved by the Audit Committee and
Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule
15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of
the SEBI Listing Regulations.
The Policy on materiality of Related Party Transactions and dealing
with Related Party Transactions as approved by the Board may be accessed on the
Company’s website at the link: https://www.gfl.co.in/upload/pages/
efdfa33832f852b922f5c2513ad94df9.pdf
All transactions entered with Related Parties for the year under review
were on arm’s length basis and were in ordinary course of business and there were no
related party transactions which could be considered material. Hence, there is no
information to be provided as required under Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014 and disclosure in Form no. AOC-2 is not
required to be annexed to this report. Further, the details of the transactions with
Related Parties are provided in the accompanying Financial Statements.
16. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of
the Act.
17. AUDITORS
A. Independent Auditors
The Members at their First Annual General Meeting held on 6th
August, 2019 had appointed M/s Patankar & Associates, Chartered Accountants, Pune as
Independent Auditors of the Company from the conclusion of 1st Annual General
Meeting until conclusion of 6th Annual General Meeting.
They have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The requirement to place the matter relating to appointment of Auditors
for ratification by members at every Annual General Meeting is done away with vide
notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs,
New Delhi. Accordingly, no resolution is proposed for ratification of appointment of
Auditors, who were appointed in the Annual General Meeting held on 6th August,
2019.
There are no reservations, modifications or adverse remarks in the
Independent Auditor’s Report. The notes forming part of the accounts are
self-explanatory and do not call for any further clarifications under Section 134 (3) (f)
of the
Companies Act, 2013.
B. Cost Auditor
As per Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit
of its cost records conducted by a Cost Accountant and the cost audit records maintained
by the Company are required to be audited by a Cost Accountant in practice who shall be
appointed by the Board on recommendation of Audit Committee.
In view of the above, the Company has made and maintained such cost
accounts and records and has appointed M/s Kailash Sankhlecha
& Associates to audit the cost audit records maintained by the
Company for Financial Year 2022-23 on a remuneration of Rs. 4,15,000/- p.a.
As required under the referred Section of the Companies Act, 2013 and
relevant Rules, the remuneration payable to the Cost Auditor is required to be placed
before the Members in a
General Meeting for their ratification. Accordingly, a resolution
seeking Members’ ratification for the remuneration payable to M/s Kailash Sankhlecha
& Associates, Cost Auditors is included at Item No. 13 of the
Notice convening the Annual General Meeting.
C. Internal Auditors
The Board of Directors have re-appointed M/s. Sharp & Tannan
Associates, Chartered Accountants, Vadodara and M/s Kashiparekh & Associates,
Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the FY 2023-24.
Internal Financial Controls
The Company has adequate Internal Financial Controls commensurate with
its size and nature of its business. The Board has reviewed Internal Financial Controls of
the Company and the Audit Committee monitors the same in consultation with Internal
Auditors of the Company. One of the Internal Auditors of the Company also tests the
internal controls independently.
D. Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Samdani
Shah & Kabra, a firm
Secretaries to conduct Secretarial Audit of the Company.
The Secretarial Audit Report given by M/s Samdani Shah & Kabra for
the Financial Year 2022-23, is annexed herewith as ANNEXURE - 5 in Form no. MR-3.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
During the year under review, the Company has complied with the
applicable provisions of the Secretarial Standards.
E. Reporting of Frauds
During the year under review, the Statutory Auditors, Cost Auditor and
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its officers or employees, either to the Audit Committee or Board under Section 143(12) of
the Act details of which need to be mentioned in this Report.
18. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying
with the requirements of applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and such systems were adequate and operating effectively.
19. ANNUAL RETURN
Pursuant to Section 134 (3) (a) of the Act, the copy of the Annual
Return has been placed on the Company’s website and also available on web link at
https://gfl. co.in/assets/pdf/GFCL%20-%20Form%20MGT-7%20 -%202022-23%20-%20Website.pdf
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner
prescribed is annexed to this report as ANNEXURE 6.
21. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed to this report as ANNEXURE 7.
In accordance with the provisions of Section 197 (12) of the Companies
Act, 2013 read with Rules 5 (2) and 5of Practising Company (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the name and other particulars of the employees drawing remuneration in excess of the
limits set out in the said rule is annexed to this report.
In terms of Section 136 of the Companies Act, 2013, the Report and
Accounts are being sent to the Members of the Company excluding information on
employees’ particulars which is available for inspection by the
Members at the Registered Office of the Company during the business
hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining such information, may write to the Company Secretary of
the Company.
22. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment are of prime concern to the Company and
necessary efforts were made in this direction in line with the safety, health and
environment policy laid down by the Company. The Company has achieved certification of ISO
14001:2004 (Environment
Management System), ISO 18001:2007 (Occupational Health and Safety
Management System) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and
Dahej Units. Health of employees is being regularly monitored and environment has been
maintained as per statutory requirements. For more details, please refer to the natural
capital of integrated Annual report.
23. INSURANCE
The Company’s property and assets have been adequately insured.
24. RISK MANAGEMENT
The Risk Management Policy of the Company, which is approved by the
Risk Management Committee of the Board (‘RMC’) and the Board of Directors,
provides the framework of Enterprise Risk Management (‘ERM’) by describing
mechanisms designed to identify, assess and mitigate risks appropriately. The Risk
Management Committee has been entrusted with the responsibility to assist the Board in:
1. Measures for risk mitigation including systems and processes for
internal control of identified risks and Business continuity plan;
2. To ensure that appropriate methodology, processes and systems are in
place to monitor and evaluate risks associated with the business of the Company;
3. To monitor and oversee implementation of the Risk Management Policy,
including evaluating the adequacy of risk management systems etc.
25. INFORMATION UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has formed an Internal Complaints Committee (ICC) to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy. The following is the
summary of sexual harassment complaints received and disposed of during the year 2022-23:
| No. of Complaints Received |
Nil |
| No. of Complaints disposed of |
Not Applicable |
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT
There are 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 the Financial Statements relate and the date of this report.
27. INSOLVENCY AND BANKRUPTCY CODE
There are no applications made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
28. ONETIME SETTLEMENT WITH ANY BANK OR
FINANCIAL INSTITUTION
There was no instance of onetime settlement with any Bank or Financial
Institution.
29. ACKNOWLEDGEMENT
The Board wish to place on record their appreciation to the Investors,
Bankers, Customers, Business Associates, all Regulatory and Government authorities for
their continued support, encouragement and confidence reposed in your Company’s
management.
The Board also convey their appreciation to the employees at all levels
for their dedicated services, efforts and collective contribution towards growth of your
Company.
By Order of the Board of Directors
|
Devendra Kumar Jain |
| Date: 5th August, 2023 |
Chairman |
| Place: New Delhi |
DIN: 00029782 |