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GOCL Corporation Ltd.

BSE: 506480 Sector: Industrials
NSE: GOCLCORP ISIN Code: INE077F01035
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VOLUME 3704
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P/E 187.52
Mkt Cap.(Rs cr) 2,583
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 535.20
CLOSE 538.20
VOLUME 3704
52-Week high 555.50
52-Week low 223.00
P/E 187.52
Mkt Cap.(Rs cr) 2,583
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GOCL Corporation Ltd. (GOCLCORP) - Director Report

Company director report

To the Members of GOCL Corporation Limited

Your Directors have pleasure in presenting their Fifty Fifth Annual Report and AuditedAccounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

Consolidated Standalone
2015-16 2014-15 2015-16 2014-15
Rs Lakhs Rs Lakhs Rs Lakhs Rs Lakhs
Profit after providing for Depreciation and before extraordinary items and taxation 3498.36 4440.16 2211.24 3161.85
Exceptional Items 368.36 803.40 368.36 1025.31
Profit Before Taxation 3866.72 5243.56 2579.60 4187.16
Taxation:
Current Tax -Current Year 863.81 1029.61 642.00 874.00
- Previous Year - 3.77 - -
Deferred 378.15 241.75 177.00 245.00
MAT Credit (68.86) (192.64) - -
Profit After Taxation 2693.62 4161.07 1760.60 3068.16
Balance brought forward from previous year 11056.65 8612.54 19846.50 18425.02
Balance available for appropriation 13750.27 12773.61 21607.10 21493.18
Appropriations:
Proposed Dividend 743.59 991.45 743.59 991.45
Tax on dividend 111.59 234.45 103.89 198.24
Transfer to General Reserve 180.00 310.00 180.00 310.00
Balance carried to Balance Sheet 12715.09 11056.65 20579.62 19846.50
EPS 5.43 8.39 3.55 6.19

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by the Institute ofChartered Accountants of India form part of this Annual Report. These statements have beenprepared on the basis of audited financial statements received from the subsidiarycompanies as approved by their respective Board of Directors.

2. DIVIDEND

The Directors are pleased to recommend the payment of Dividend of Rs 1.50 per share (Rs2.00) equivalent to 75% (100%) on the Paid-up Capital of the Company. The dividend of Rs8.47 crores (Rs 11.90 crores) if approved by the Shareholders at the

Fifty Fifth Annual General Meeting will be paid out of the profits for the currentyear to all Shareholders of the Company whose names appear on the Register of Members ason the date of the Book Closure.

3. OPERATIONS

The total turnover of the Company was Rs 108.21 crores (previous year - Rs 116.10crores). The profit before exceptional items and taxation was Rs 22.12 crores (Rs 31.62crores). The profit before tax was Rs 25.80 crores (Rs 41.87 crores). The profit afterprovision for current tax of Rs 6.42 crores and deferred tax of Rs 1.77 crores was Rs17.60 crores (Rs 30.68 crores) resulting in an EPS of Rs 3.55 for the year ( Rs 6.19).

On a consolidated basis the turnover of the Company was Rs 537.41 crores (Rs 431.81crores). Profit after tax wasRs 26.94 crores (Rs 41.61 crores) and EPS of Rs 5.43 (Rs8.39).

4. CREDIT RATING

The Company along with its wholly owned major subsidiary IDL Explosives Ltd. (IDLEL)has received long term Positive rating of [ICRA] BBB and short term rating of [ICRA] A3+.

5.2 Energetics

The gross turnover of the Division was Rs 74 crores as against Rs 86crores previous year despite a 16% increase in volumes of detonators. This was mainly onaccount of drastic drop of prices in the tender-driven domestic market and due to reducedexport off-take of Detonating Fuse from Turkey.

Detonators production went up by 16% to 62 million as compared to 54 million in theprevious year. Detonating Fuse production was 12 million meters as against 19 millionmeters in the previous year due to drop in export volumes as mentioned. Production ofSpecial Products for defence and space applications maintained steady growth along withdevelopment of new products that provide the platform for accelerated growth to supportthe

‘Make in India’ initiative. The Special Products Groupmadesignificantbreakthrough in a major missile project and acquired technology from DRDOfor another missile project that will enable the Division to provide critical support toIndian Defence.

Overall demand remained dull in the trade market mainly on account of sluggish activityin the infrastructure irrigation and hydel sectors. In mining there was a 7% growth indemand from the Coal sector whereas demand from the metal-mining and limestone sectorsremained steady but stagnant.

The Division along with the Company’s 100% subsidiary bagged a large order fromCoal India Ltd. the largest consumer of explosives and accessories in the country. Theseorders amount to nearly Rs 450 crores over the 2-year order period. The Company hasalsosecuredsignificantorders from Singareni Collieries Company Ltd. the second largestproducer of coal in the country as well as some key coal companies in the private sectorwith whom the Company enjoys goodwill due to superior quality of products and services.

5.3 Mining and Infrastructure

The Division remained focused in the Eastern India with familiar large Corporate formining contracts and also took up few infrastructure projects with reputed clients toachieve a turnover of Rs20.16 crores. Turnover for the previous year was Rs 19.1 crores.Infrastructure project in Visakhapatnam was completed during the year. Anotherinfrastructure project in Bangalore is still under construction.

Our other planned projects continued to have issues with the Government / regulatorybodies for the last 5 years and our operations had to be scaled down. Policy announcementsfrom Government and Supreme Court are still being awaited.

The Division disposed many old machineries in the year and reduced maintenance efforts.

5.4 Exports

Export Sales of energetic products declined marginally to Rs 16.43 crores as against Rs24.70 crores in the previous year. The decline was mainly on account of a major shift inusage in Europe from traditional detonating cord to non-electric shock-tube detonatorswith the setting-up of local assembly plants. However the bottom-line was protectedthrough higher sales of value-added products and significant savings in logistics cost.This was due to the opening-up of Chennai port for export of explosives since June 2015offering faster loading at berth along with use of larger vessels. Efforts are on toleverage the opening-up of new markets in North Africa and South America to expand involumes and product range to offset the business loss in Europe. The Company is positionedto establish world-class non-electric detonators and electronic detonators in the exportmarkets to step-up export revenue.

5.5 Property Development Bangalore:

The "Ecopolis" project located at Yelahanka Bangalore 77.31 Lakh sq. ft.construction by the Developer Company ( "HRVL" ) has been completed tothe extent of 14.54 Lakh sq. ft. This comprises of one Main Building (Block-3) plus aMultiLevel Car Park space to accommodate the additional car parking requirements of Block3 and two other adjoining Blocks - Block 2 (under construction) and Block 4 (underapproval).

All MEP services such as lifts internal and external electrical and plumbing and HVACservices have been installed and are complete. The main trunk road within the site fromBellary Road till Block 3 is complete. The external facade works have been completed.

All statutory approvals (Fire NOC CEIG approval for Lift & Electricals) and theOccupation Certificate have been obtained for Block 3 and MLCP.

All preconstruction approvals for second Building (Block 2) with built-up area of 10.06Lakh sq. ft. has been obtained and Civil works have been completed for three Basements andThird Floor. Construction work for higher floors is in progress. Preconstruction approvalsrequired for start of construction work for third Building (Block 4) with built-up area of6.33 Lakh sq. ft. has been initiated. Fire NOC has already been obtained. Building Plan isin the process of submission.

Hyderabad:

The Master Plan for the integrated mixed use township comprising of IT/ITES commercialspaces residential areas along with retail healthcare education facilities andhospitality has been submitted to the Greater Hyderabad Municipal Corporation forapproval.

Based on the market assessment the phasing of the development is being planned by thedeveloper HEPL.

During the year the Company earned further revenue of Rs 14.50 crores towardsremission of impact fees payable for the high rise building.

6. OVERSEAS HOLDING

As reported earlier the Company holds 10% stake in Houghton International Inc. USA.The Company has been released of all its obligations to the lenders by the new investorwho had provided guarantee to the Company for servicing and repayment of balance of thethen outstanding loan of USD180 million as per the repayment schedule of the Lender butcontinues to receive commission towards providing of security of its properties for thesaid loan. The Company will realize the strategic investment at an appropriate time torealise optimum value.

7. PROMOTER OF THE COMPANY

Hinduja Power Limited Mauritius ( HPL ) who had acquired the shareholding of theCompany from the previous promoter (Gulf Oil Intenational (Maruritius) Inc.) continued toreinforce their confidence in the long term prospects of the Company by increasing theirshareholding by 4.93% during the year to 69.87% (64.94% as on 31st March’15).

8. INTERNAL CONTROL SYSTEMS

Your Company has in place robust Internal and Financial Control system commensuratewith the size scale and complexity of its operations which is designed to continuouslyassess the adequacy effectiveness and efficiency of financial and operational controls.Internal and Financial Control system assists the Board and the Management to fulfill allbusiness objectives. The control system well supported by SAP ERP is driven bywell-defined policies and procedures Company’sinternalandfinancial across itsmultifarious business activities. Your Company is ISO 9001(QMS) ISO 14001(EMS) & ISO18001 (OHSAS) compliant; SPC tools are being used in the plant to improve quality whichprovides added comfort to our business partners and regulatory bodies. As mandated by theCompanies Act 2013 the Company has implemented the Internal Financial Controls (IFC)framework duly tested by external experts and statutory auditors for ensuring thatinternal financial controls are operating effectively. IMS audit training programme hasbeen conducted for concerned staff during the year to enable them to conduct internalsystem audits.

The Company has an Internal Audit Department which provides the Audit Committee and theBoard of Directors an independent objective and reasonable assurance of the adequacyefficiency and effectiveness of the Organization’s risk management internal andfinancial control and corporate governance processes. Internal Audit on the risk profileof business activities of the organization prepared in consultation with business headsand inputs obtained from the Company’s statutory auditors which is approved by theAudit Committee. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal and financial control systems in the Company its compliance withoperating systems accounting procedures and policies while performing reviews at thelocations of the Company and its subsidiaries. Process reviews for critical functions atall locations are performed in accordance with the audit plan. The function also assessesopportunities for improvement in business processes systems and controls providesrecommendations designed to add value to the organization in consultation with the SeniorManagement.

During the year the Audit Committee met fivetimes to review the reports submitted byInternal Audit Department. All significant audit observations and follow-up actionsthereon were reported to the Audit Committee. The Audit Committee reviews key findings andprovides strategic guidance. The Audit Committee also regularly meets the Company’sStatutory Auditors to ascertain their views on the financial statements compliance withthe accounting policies and procedures the adequacy and effectiveness of the internalcontrol systems in the Company.

9. PUBLIC DEPOSITS all the public deposits and there were no outstanding publicTheCompanyhasduring theearlierfinancial deposits at the beginning of the year underreview. The Company has not accepted any public deposits during the year. The Board ofDirectors of the Company will consider accepting fresh public deposits at the appropriatetime as per the regulatory changes under the Companies Act 2013.

10. 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) situated in theState of Odisha to other States.

Writ Petitions for assessment years 1976-77 to 1983-84 were filed in March 2013 in theOrissa High Court against the order of the Commissioner of Commercial Taxes dismissing theRevision Petitions. The High Court has granted stay on the tax recomputation order and theorder of Commissioner of Commercial Taxes. The Writ Petitions are pending.

In respect of other assessment years 1998-99 2002-03 2004-05 & 2005-06 thepetitions are pending before the Odisha Sales Tax Tribunal and Orissa High Court.

12. SUBSIDIARIES:

The Company has four subsidiaries of which only one is a material one namely IDLExplosives Limited. The UK subsidiary is an SPV incorporated for the purpose of overseasacquisition of Houghton. The remaining two subsidiaries do not at present undertake anybusiness activity. The annual performance of the subsidiaries is as under:

- HGHL Holdings Limited UK reported a profit ofRs 288.10 Lakhs (Rs 486.45 Lakhs).

- IDL Explosives Limited reported a profit ofRs 661.79 Lakhs (Rs 722.48 Lakhs).

- IDL Buildware Limited reported a profit ofRs 2.15 Lakhs (Rs 553.51 Lakhs).

- Gulf Carosserie India Limited incurred a loss of Rs 5.16 Lakhs (Rs 0.19 Lakhs).

A statement containing salient features of the financial statement of abovesubsidiaries are disclosed in Form-AOC.1 as

Annexure-A’.

13. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

Human Resource and Industrial Relations departments have successfully maintainedcordial and effective working relationship between all employees of GOCL and IDLEL whichhas resulted in positive employee retention and improvement in productivity levels.

As a business partner HR has successfully drawn out plans for individual development.Technical and behavioural training sessions for improving the competency levels of allemployees were continued. Training programs on Statistical Quality Control (SQC) MaterialFlow Cost Accounting (MFCA) and Internal Quality Audit (IQA) have been introduced atHyderabad and Rourkela Works for core groups comprising Production Maintenance QualityControl Materials and Safety Departments to improve operational efficiency withoutcompromising on quality and safety standards. Standard Operating Procedures (SOPs) wererevised and operators have been given training on regular basis to improve safety andcompetency levels of the workmen.

As a measure to improve focus and ensure alignment of Organization goals Strategic HRinterventions related to Policies Procedures and Talent Management are being implementedin all the Divisions. The Balanced Score Card system was introduced for all senioremployees to unify the organizational and individual goals.

To further improve Corporate Governance the Whistle Blower Code of Conduct andConflict of Interest policies have been introduced in the Company.

Staff Welfare

Outstanding Employee performances were recognized through ‘Employee of theMonth’ schemes in GOCL as well as in IDLEL.

Safety

Safety awareness has been enhanced by way of training on hazard identification riskassessment and continuous training to the newly inducted employees and regular training tothe employees on SOPs mock drills on emergency preparedness and mitigation exercises; inaddition to internal and external safety audits central safety committee meetingsmonthly reviews with top management on Safety CCTV surveillance monitoring in processareas have helped to strengthen the overall safety processes in the Hyderabad Works.

Motivating programs to employees by rewarding the best safety conscious workerinvolvement of employees in Safety and Environment Month celebrations have given boost inachieving good number of accident-free man hours.

All the Divisions are ISO 9001 ISO 14001 and OHSAS 18001 certified therebyintegrating management systems covering quality occupational health safety andenvironmental standards.

Preventive Health Check-ups

As a part of preventive healthcare the Hyderabad Factory organized a series of freemedical check-ups for all the employees paying attention on conducting general monthlymedical camps in association with reputed multi-specialty hospitals. This has enhanced theawareness among the employees to maintain a robust work environment. Camps were alsoorganized by corporate hospitals in cardiology orthopedics diabetics and eye check-ups.

Security

Security measures have been increased to safeguard the Company’s propertiesequipment and personal safety of employees. Additional illumination in the magazine andoperational areas two additional watch towers CCTV cameras in the magazine area highercompound walls with concertina coil wire Guard Monitoring Systems have enhanced theoverall security of the Factory premises.

Employment Practices

The Company believes in fair employment practices and is committed to provide anenvironment that ensures that every employee is treated with dignity and respect andprovided equitable treatment. The Company has a large proportion of women in the workforceand has adopted a Policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under. Nocomplaint was received in this regard during the year.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees securities and investments made by the Company mostof which are to its wholly owned subsidiaries are in the notes to the financialstatements forming part of this report.

15. OUTLOOK FOR THE CURRENT YEAR OPPORTUNITIES AND THREATS

The Indian Economy is expected to grow favorably at the rate of 7.5% during the year2016-17 aided by lower energy prices and controlled inflation. Higher investments inpublic infrastructure government policies and measures to reignite investment projectsshould help the economic growth. Further structural reforms like Goods and Service Tax(GST) power sector reforms reforms in land acquisition and labour markets and controlover fiscal deficit will play key role in further increasing India’s growthpotential. Mining and Infrastructure sectors are major focus areas of growth for the nextfew years.

15.1 Energetics

With the Indian economy expected to grow by approximately 7% in the years to comesectors such as infrastructure and automobiles will receive a renewed thrust which wouldfurther generate demand for power steel and cement in the country. This is expected toprovide a major thrust to the demand for major minerals like coal iron ore manganeseore dolomite limestone bauxite and copper and thereby demand for explosives andexplosives accessories.

The Indian annual market of civil explosives is growing at around 7-8% signifyingoptimism for further growth. The Indian demand for explosives is directly proportionate tothe growth in the country’s coal mining metal mining and infrastructure sectors. InIndia the mining sector accounts for 80% of the demand for explosives dominated by coalmining. The balance demand is expected to be catalysed due to the thrust by the Centraland State Governments in the infrastructure sector. The drivers for the demand for two ofthe Company’s Divisions arise from the Mining & Minerals Infrastructure andDefence sectors. These sectors in-turn hold the key to the projected GDP growth rate of 78% and the government has affirmed strong commitment towards revitalizing and developingthese areas of the economy. This augurs well for continuing steady growth in demand in allrelevant business areas over the medium and long-term and the Company is positioned toutilize the opportunities to deliver enhanced value to the stakeholders.

The Energetics Division along with the Company’s 100% subsidiary has undertakenseveral projects for the upgradation and modification of processes and equipment forenhancing quality productivity safety and efficacy to deliver superior value throughimproved and new products and services. The Special Products Group also has severaltechnology transfers in the pipeline through DRDO and strategic partners to enable largerbusiness in the Defence sector that has recently opened-up for participation from privateplayers.

In coming years Company’s main focus will be on value added products likeElectronic detonators and Non-Electric detonators and planning to expand business in everysegment.

15.2 Mining and Infrastructure

The Division has been providing support services to the mining industry with servicessuch as mine planning execution of mine plans overburden removal extraction of orecrushing and grading of ore and certain infrastructure projects. The Government isexpected to clarify and modify policies relating to mine allocation/leases regulation ofmining activities and mineral exploration. A few actions are already visible but will taketime to yield visible results. The re-allotted coal blocks of last year will increase thescope of Mining Contracts. Most of these mines are expected to commence operations within1 to 3 years giving opportunities for the Division. We expect the mining scenario in thecountry to grow at a healthy pace after nearly five years of downtrend.

15.3 Realty

The Parliament recently passed the Real Estate (Regulation and Development) Bill 2015which is expected to create a uniform regulatory environment and bring transparency to thesector thereby giving a boost to investments into the sector which had turned sluggish.

Bangalore

The Bangalore office market witnessed the highest space absorption of approximately 111Lakh sq. ft. in 2015 out of a total of Pan India absorption of 400 Lakh sq. ft. Absorptionof office space is expected to continue with the same momentum in 2016 with 60 Lakh sq.ft. of space offtake expected in 2016. Supply of office space is expected to keep pacewith demand which is expected to keep the rentals stable.

The first building in ‘Ecopolis’ along with the multi-level car park totalingto 15.54 Lakhs sq. ft. is complete. The Occupation Certificate has been received.

Marketing of office space in the first building is being taken up and expected to becompleted in the coming year.

Hyderabad

Residential Market: There has been an increase in Residential projects launched overthe last quarters with multiple developers launching projects across the city in variousprice segments. The majority of such launches are targeted towards the mid-income segment.However the unsold inventory stands at approximately 37000 units equivalent to 10quarters of absorption with an above average sales velocity compared to other cities.

Higher demand for office space and lower supply have currently reduced the vacancylevels in the city. However with large office supply expected to hit the market in thecoming quarters with steady office space offtake it may have a downward pressure on therentals.

Based on the current Market assessment and land usage at Kukatpally Commercial / IT/ITES and Residential developments are being planned for the first phase of development.

16. RISKS & CONCERNS AND ITS MANAGEMENT

Pursuant to the Companies Act 2013 and Listing Regulations the Board has authorizedthe Audit Committee to review the risk management systems of the Company from time totime. There is a Risk Management Committee functioning at the senior executive level thatfacilitates identification and evaluation of business risks related to the Company and itsmajor subsidiary IDL Explosives Ltd from time to time. The Audit Committee / Board reviewsand renders advice for minimizing adverse impact if any.

The key business risks identified by the Company and its mitigation plans are as under:

16.1 Environmental Risks

Regular safety audits are carried out by internal safety audit teams and at regularintervals by external teams. General Safety Directions (GSDs) are strictly enforced in allfactories and plants within the factories to ensure minimization of risk. In additionstrict compliance of the requirements of the Explosives Act and Rules are ensured toprotect the exposure of adjacent neighborhoods to the explosives and accessories factoriesfrom undue risk. Operations are carried out to comply with emission waste water and wastedisposal norms of the local authorities of the respective factories. In addition theHyderabad Factory has implemented the Integrated Management System incorporating ISO 14001and OHSAS 18001.

16.2 Operational Risk Licensing

The Energetics Division operates in licensed industry and a highly regulatedenvironment. Amendment / revision in licenses are required on expiry of the licenses anychange in production capacities and processes for launch of new products etc. Any delayin such approvals beyond normal time taken by the regulatory authorities may impact thegrowth prospects significant of the Company. The Division therefore ensures thatapprovals are applied for well in advance to avoid launch dates / export of products andactive follow up is maintained to get approvals in time.

Location Risks

Manufacturing facilities of our major subsidiary are spread across six states. Theoptimum locations for packed explosives unit is determined by the customer location andthe source of raw material. The advantage of the location of bulk explosives units isoptimized to be close to the customer location. With changes in sources of raw materialour location may not continue to be optimal in comparison with the competition. Moreoverif there is a consolidation in the industry and the size of each manufacturing units goup we may be disadvantaged by being sub-optimal.

Raw Materials

Many of the inputs of the Company and its major subsidiary are imported availabilityof which is affected by global market situations. Also prices of such items are volatile.Timely availability of raw materials is critical for continuous plant operations. TheCompany seeks to mitigate the risk by entering into long-term relationship with global rawmaterial suppliers with suitable escalation clauses to ensure regular supplies.

16.3 Market Risks: Markets

The Company and its major subsidiary operate in highly competitive markets wherecompetition from all India players as well as regional players is high. The EnergeticsDivision which manufactures explosive accessories and Mining & Infrastructure Divisionoperate in tender-driven markets sometimes with onerous and unreasonable performanceclauses. Therefore there is a risk of cost increases not possible to be passed on toultimate consumers. Any reversal in growth trend in the economy in general and weakmonsoons in particular could affect demand and consequent deceleration in manufacturingindustry.

Concentration of Customers

The Mining & Infrastructure Division which currently undertakes mining services incoal iron ore and limestone sectors is exposed to business risks on account ofnon-availability of environmental clearances in time and lack of adequate infrastructurefor dispatch of ores from the mine especially during the rainy seasons. In view of thisdetailed review of approvals and quality of infrastructure is carried out beforeundertaking mining service contracts. Both the Energetics and Mining & InfrastructureDivisions are operating in the mining and infrastructure sectors dominated by the PSUswhere the tendering system is in vogue with the attendant risks. Missing L1 to L3 statusin these tenders might result in loss of business opportunities for extended periods forthe relevant tender(s).

16.4 Financial Risks:

Currency Value and Interest Rate Fluctuations

Financial risk management is done by the Finance Department at the various businessDivisions and at Corporate Office under policies approved by the Board of Directors. TheCompany has designed a debt mix policy that also considers natural hedge available to itfrom its export earnings to mitigate currency fluctuation risks. Policies for overallforeign exchange loss risks and liquidity are regularly reviewed based on emerging trends.Interest risks arising out of financial debt are normally done at fixed rates or linkedto LIBOR and appropriate Bank lending rates. Adverse movement of Rupee from current levelsmay further impact ammonium nitrate rates.

Credit Risk

The Company and its major subsidiary sometimes sell their products by extending creditto customers with the attendant risk of payment delays and defaults. To mitigate therisk a credit risk policy is also in place to ensure that sale of products are made tocustomers after evaluation of their ability to meet financial commitments throughallotment of specific credit limits to respective customers. Credit availability andexposure is another area of risk.

Liquidity Risk

The Company and its major subsidiary operate in working capital intensive industries.The Company realizes that its ability to meet its obligations to its suppliers and othersis linked to timely and regular collection of receivables and maintaining a healthy creditrating. Review of working capital constituents like inventory of raw materials finishedgoods and receivables are done regularly by the respective Divisions and closely monitoredby Corporate Finance.

16.5 Legal and Statutory Risks: Contractual Liability

All major contracts are reviewed / vetted by the in-house Legal Department before thesame are executed. In addition the Company engages the services of reputed independentlegal counsels on need basis. In matters of tax law and other statutory obligations theoutcome of litigation cannot always be predicted. Hence appropriate financial provisionsinsurance policies and credit lines are taken to limit the risk for the Company.

Litigation Risks:

The Company is exposed to the risk of litigation of prolonged nature. Apart from theTax Matters referred to in the Financial Statements Litigations having a major impact onthe Company include those with Udasin Mutt pertaining to leased lands of Hyderabad WorksCompetition Commission of India which are being pursued by the Company with theappropriate Court/ Tribunal.

16.6 IT Risks

The Company is dependent on intra-office and inter-office networks as well as severalbusiness software Corporate Office and the business Divisions. Failure of system networksand consequential loss of business is attempted to be minimized by critical systems beingoperated on secured servers with regular maintenance regular back up and off-site storageof data selection of suitable firewalland virus protection systems / software. An ITpolicy is in place which also addresses IT risk mitigation measures.

16.7 Risks in Realty Sector

Market demand and price is a factor of macroeconomic conditions in the country andvaries from city to city as well. The company’s strategy is to entrust development tospecialist developer companies who take responsibility for insulating your Company againstrise in construction cost. On the other hand timely completion of projects is a riskwhich is not fully mitigated and is therefore becomes a matter of close follow up by yourCompany. The construction industry attracts many local body state and centralregulations. Responsibility for compliance with regulations is owned jointly by yourcompany and the developer.

16.8 Other Risks

Various assets of the Company including plant and machinery stocks buildingsfurniture office equipment and computer systems could suffer damages / loss owing tooccurrences like fire accidental mishaps etc. The Company has taken insurance covers toprotect these assets from possible damage / loss and keeps IT back-ups / restoration disksat off-campus locations. While the Company undertakes regular review of remunerationstructures threat of poaching by competitors especially new entrants in the industry ofpersons in responsible positions is possible. Such actions could lead to temporary drop inefficiency and performance in the specific areas.

17. DIRECTORS

Mr.Prakash Shah an Independent Director has resigned during the year. The Board wishesto place on record its appreciation for the valuable guidance received from him from timeto time.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr.Ajay P. Hinduja retires by rotation at the 55th AnnualGeneral Meeting of the Company and is eligible for reappointment.

The number and details of the meetings of the Board and other Committees are furnishedin the Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149of the Companies Act 2013.

Familiarization Programme for Independent Directors

Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. through various programmes on a continuing basis. Thefamiliarisation programme for Independent Directors is disclosed on the Company’swebsite.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company without the attendance ofNon-Independent Directors and members of management was held on 11th February 2016 asrequired under Schedule IV to the Companies Act 2013 (Code for Independent Directors) andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. At the Meeting the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Director and Non-Executive Directors; and

- Assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Independent Directors had appreciated the performance of the Non-executivedirectors including the Chairman and the Managing Director. They also concluded that theBoard as a collective body is also performing satisfactorily and is an active andparticipating Board. The Independent Directors concluded that flow of information betweenthe Company’s Management and the Board in terms of quality quantity and timelinessis satisfactory. The Independent Directors commended the depth and quality of discussionsat the Board and the Committee Meetings.

All the Independent Directors attended the Meeting of Independent Directors and Mr.K.N.Venkatasubramanian was the Lead Independent Director of that Meeting.

Board & Directors’ Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) the Board itsCommittees and the Directors have carried out annual evaluation based on the evaluationparameters formulated by the Nomination and Remuneration Committee and the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors who also reviewed the flow of information between theCompany’s Management and the Board in terms of quality quantity and timeliness. TheDirectors expressed their satisfaction with the evaluation process.

Directors’ Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company andformulates the criteria for determining qualifications positive attributes andindependence of Directors in terms of provisions of Section 178 (3) of the Act and theListing Regulations. The Board has in an earlier year on the recommendations of theNomination & Remuneration Committee framed a policy for remuneration of the Directorsand Key Managerial Personnel. The objective of the Company’s remuneration policy isto attract motivate and retain qualified and expert individuals that the company needs inorder to achieve its strategic and operational objectives whilst acknowledging thesocietal context around remuneration and recognizing the interests of Company’sstakeholders. The Non-Executive Directors (NED) are remunerated by way of Sitting Fee foreach 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 anobjective criteria discussed and agreed upon by the Committee Members unanimously. NEDsare reimbursed any out of pocket expenses incurred by them in connection with theattendance of the Company’s Meetings.

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas ‘Annexure B’. The information required under Rule 5 (2) and (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin the Annexure forming part of the Report.

None of the employees listed in the said Annexure is related to any Director of theCompany.

18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ‘AnnexureC’.

19. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited and the National StockExchange of India Limited and the Listing Fees have been paid to them up to date.

20. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this report. The Statutory Auditors ofthe Company have examined the Company’s compliance and have certified the same asrequired under the SEBI Guidelines. Such certificate Report.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 of the Companies Act 2013:

(a) that in the preparation of the annual accounts/financial statements for thefinancial year ended 31st March 2016 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any;

(b) that the accounting policies as mentioned in the financial statements were selectedand applied consistently and reasonable and prudent judgments and estimates were made soas to give a true and fair view of the state of affairs of the company at the end of thefinancial 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively; and

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

22. AUDITORS

Statutory / Financial Audit

M/s Deloitte Haskins and Sells Chartered Accountants retire at the ensuing AnnualGeneral Meeting and are eligible for reappointment. The Company has received confirmationthat their appointment will be within the limits prescribed under Section 141 of theCompanies Act 2013.

Cost Audit

The Ministry of Corporate Affairs had vide its Order dated 31st December 2014directed audit of cost records of companies covered under the Companies (Cost Records& Audit) Amendment Rules 2014. The said Order is applicable to the Company beingmanufacturer of Detonators Detonating Fuse Explosives etc. Accordingly the Board ofDirectors has appointed M/s Narasimha Murthy & Co. Cost Accountants Hyderabad as theCost Auditors of the Company for the financial year 2015-16.

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 hasappointed M/s BS & Company Company Secretaries LLP Company Secretaries Hyderabad toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as ‘Annexure D’.

There was no qualification reservation or adverse remark or disclaimer in the auditorsreport or the secretarial audit report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with Section 135 of the Companies Act 2013 and other applicableprovisions the Company has constituted Corporate Social Responsibility Committeeconsisting of Mr.Ashok Kini Chairman of the Committee (Independent Director) Mr. Ajay PHinduja (Non-Executive Director and Chairman of the Company) and Mr.K.N.Venkatasubramanian(Independent Director) as the other Members of the Committee. The Committee met onceduring the year and reviewed the policy on Corporate Social Responsibility stating thereinthe objectives implementation and other issues pertaining to the achievement of the CSRobjectives of the Company.

The erstwhile Lubricants Division which was demerged from the Company was the majorprofit generating Division remaining businesses of the Company did not have eligibleprofit on aggregate basis during the last two out of the three financial years. Gulf OilLubricants India Limited (GOLIL) to whom the Lubricants Division was transferred hasundertaken to incur the CSR expenditure treating the profits of the erstwhile LubricantsDivision as that of GOLIL for CSR purposes. However the CSR Committee recommended CSRexpenditure of Rs 5.09 Lakhs and accordingly the Company spent an aggregate amount of Rs5.09 Lakhs for CSR purposes.

The CSR Policy of the Company is displayed on the website of the Company. The AnnualReport on CSR activities is annexed herewith as ‘Annexure-E’.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act 2013 and Regulation 22 of ListingRegulations the Company has a vigil mechanism to deal with instance of fraud andmismanagement if any. The details of the vigil mechanism are displayed on the website ofthe Company. The Audit Committee reviews the functioning of the vigil / whistle blowermechanism from time to time. There were no allegations / disclosures / concerns receivedduring the year under review in terms of the vigil mechanism established by the Company.

25. RELATED PARTY TRANSACTIONS

All related party transactions / arrangements that were entered into during thefinancial year were on an arm’s length basis and were in the ordinary course ofbusiness. During the year under review there were no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel whichmay have a potential conflict with the interest of the Company at large.

All related party transactions / arrangements are placed before the Audit Committee forprior approval supported by a statement/declaration from the management as to theadherence of arm’s length basis and being in the ordinary course of business. Thepolicy on Related Party Transactions as approved by the Board is displayed on theCompany’s website. None of the Directors has any pecuniary relationships ortransactions vis-a-vis the Company. Details of the transactions with Related Parties areprovided in the accompanying financial statements.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there were no significant material orders passed by theRegulators / Courts which would impact the going concern status of the Company and itsfuture operations. Pursuant to a complaint filed before the Competition Commission ofIndia (CCI) by Coal India Limited CCI had vide their Order dated 16th April 2012 heldthat the Company had along with a few other explosive manufacturers contravened theprovisions of Section 3 of the Competition Act 2002. The CCI had on that basis imposed apenalty on the Company of Rs 29.84 crores.

The Company had filed an Appeal before the Competition Appellate Tribunal (COMPAT) andthe COMPAT had vide its Order dated 18th April 2013 reduced to Rs 2.89 crores; and afurther Civil Appeal in the Supreme Court of India and the matter is subjudice. Based onexpert legal advice the Company believes that it has a good case and expects a favourabledecision in the matter.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as ‘Annexure F’.

ACKNOWLEDGEMENTS

Your Directors would like to express and place on record their sincere appreciation forthe continued co-operation and support received from the financial institutions banksGovernment of India and various State Government authorities and agencies customersvendors and members during the year under review. Your Directors also place on recordtheir deep appreciation for the dedicated hard work and contribution of all employees ofthe Company which has enabled the business growth of the Company in very competitivemarket conditions. The Directors also thank the Company’s investors businessassociates Stock Exchanges for their continued co-operation and support.

For and on behalf of the Board of Directors
Place : Mumbai Ajay P. Hinduja
Date : August 4 2016 Chairman

Annexure to the Board’s Report

Annexure ‘A’

FORM AOC.1

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of theCompanies (Accounts) Rules 2014]

Part "A": Subsidiaries

(Rs in Lakhs)
Particulars Name of the Subsidiary

HGHL Holdings Ltd UK

IDL Explosives Ltd. IDL Buildware Ltd Gulf Caressorie India Ltd
1 Reporting period for the subsidiary concerned if different from the holding company’s reporting period Not Applicable as the reporting period is same for the holding company and all the subsidiaries i.e. 31st March.
2 Reporting currency and Exchange rate as on the last date of the relevantfinancialyear in the case of foreign subsidiaries INR USD (Exchange Rate: 1USD = INR 66.25 INR
3 Share capital 106.31 1.60 794.00 357.00 40.00
4 Reserves & surplus 1488.52 22.47 1863.19 (238.84) (108.85)
5 Total assets 120220.16 1814.51 18954.69 184.55 11.45
6 Total liabilities 120220.16 1814.51 18954.69 184.55 11.45
7 Investments 106.31 1.60 0.05 0.18 -
8 Turnover 6814.62 104.04 40470.89 60.89 10.20
9 Profit before taxation 288.10 4.40 1013.08 2.67 7.47
10 Provision for taxation 0 0 351.29 0.52 2.31
11 Profit after taxation 288.10 4.40 661.79 2.15 5.16
12 Proposed Dividend - Equity - - - - -
- Preference - - 45.50 - -
13 % of shareholding

100%

100% 100% 95%

Note: Part B of the Annexure is not applicable as there are no associate companies/joint ventures of the Company as on 31st March 2016.

FORM AOC.2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL
a) Name(s) of the related party and nature of relationship:
b) Nature of contracts/arrangements/transactions:
c) Duration of the contracts / arrangements/transactions:
d) Salient terms of the contracts or arrangements or transactionsincluding the value if any: NIL
e) Justification for entering into such contracts or arrangements r transactions: o
f) Date(s) of approval by the Board:
g) Amount paid as advances if any:
h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188:

2. Details of material contracts or arrangements or transactions at arm’s lengthbasis: During the year there were no new material related party transactions.

Annexure to the Board’s Report

Annexure ‘B’

[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]

1. The ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year: (Explanation: (i) the expression"median" means the numerical value separating the higher half of the populationfrom the lower half and the median of a finite list of numbers may be found by arrangingall the observations from lowest value to highest value and picking the middle one; (ii)if there is an even number of observations the median shall be the average of the twomiddle values).

2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Theratio of remuneration of each Director to the Median Remuneration of all employees whowere on the payroll of the Company and the percentage increase in remuneration of theDirectors during the financial year 2015-16 are given below:

Non-Executive Directors Ratio to Median Percentage Increase(+) / Decrease (-) in Remuneration
Mr.Ajay P Hinduja 7.00 -7.14%
Mr.Ramkrishan P Hinduja 0.81 31%
Mr.K.N.Venkatasubramanian 3.07 3%
Mr.M.S.Ramachandran 4.00 21%
Mr.Ashok Kini 4.98 21%
Mr.Prakash Shah 1.47 -39%
Ms.Kanchan Chitale 4.35 25%

 

Managing Director Ratio to Median Percentage Increase(+)/Decrease (-) in Remuneration
Mr. S. Pramanik 44.55 -9%

The percentage of increase in remuneration of Chief Financial Officer and the CompanySecretary are 10% & 8% respectively.

3. The percentage decrease in the median remuneration of employees in the financialyear: 18.79%

4. The number of permanent employees on the rolls of the Company: 275.

5. The explanation on the relationship between average increase in remuneration andCompany performance:

Remuneration of employees has a close linkage with the performance of the Company. TheVariable Pay (VP) component in the remuneration for all the management staff has a directcorrelation with the Company’s performance. VP is calculated based on both individualand Company performance. Component of VP has a higher weightage for senior positions andlower weightage for junior positions.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

The total revenue of the Company (standalone) for the year 2014-15 was Rs 133.34crores whereas the previous years’ revenue included Lubricants Division. Comparisonof continuing businesses shows decrease of 12% compared to the previous year’sperformance. Profit before tax during 2014-15 isRs 41.87 crores compared to previousyear’s loss.

The Company’s performance during 2014-15 was considered while approving thevariable pay and the increase in remuneration for the Key Managerial Personnel.

7. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies:

The market capitalization of the Company as at 31st March 2016 is Rs 671 crores asagainst Rs 735 crore as at 31st March 2015.The price earnings ratio of the Company as at31st March 2016 is 38 as against 24 as at 31st March 2015.

The last public offer for the shares of the Company was an Initial Public Officer (IPO)in the year 1963 for 15000 Equity Shares of Rs 100 each at par. The market quotation ofthe Equity Shares of the Company as on 31st March 2016 was Rs 135.4 per share of facevalue of Rs 2/- each representing an increase of 6770% over the period. However thisexcludes the benefit of dividends paid and corporate actions such as issue of shares inthe Resulting Company on the demerger of the Lubricants business Rights and Bonus sharesissued by the Company during this period.

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

The percentage increase in the salaries of employees other than the managerialpersonnel in the last financial year is 6% as against decrease of 9% in the remunerationof the Managing Director (managerial personnel as defined under the Act). The incrementgiven to each individual employee is based on the employee’s potential experience asalso their performance and contribution to the Company’s progress over a period oftime.

9. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company: The total revenue of the Company (standalone) for the year2014-15 was Rs133.34 crores whereas the previous year’s revenue included LubricantsDivision. Comparison of continuing businesses shows decrease of 12% compared to theprevious year’s performance. Profit before tax during 2014-15 isRs 41.87 crorescompared to previous year’s loss.

Considering the Company’s performance and their individual performances during2014-15; to have the remuneration commensurate with the responsibilities handled; to aligntheir remuneration with the remunerations of similarly placed positions in comparablecompanies the remuneration of the Key Managerial Personnel during the year decreased by9% for the Managing Director and increased by 10% for the Chief Financial Officer and 8%for the Company Secretary.

10. The key parameters for any variable components of remuneration availed by theDirectors:

The variable component of Non-Executive Directors’ remuneration consists ofcommission on profits apart from sitting fees. In terms of the Shareholders’approval obtained at the Annual General Meeting held on 25th September 2014 commissionis paid at a rate not exceeding 1% per annum of the profits of the Company computed inaccordance with the provisions of the Companies Act 2013. The apportionment of commissionamong the Non-Executive Directors is recommended by the Nomination and RemunerationCommittee and approved by the Board. The commission is apportioned on the basis ofattendance and contribution at the Board and Committee Meetings by giving appropriateweightages to their roles as chairman / member of the respective Committees.

The Company pays remuneration by way of commission as variable component to theManaging Director. Commission is calculated with reference to the net profits of theCompany in a particular financial year and is determined by the Board of Directors at theend of the financial year based on the recommendations of the Nomination and RemunerationCommittee (NRC) subject to the overall ceilings stipulated in the Companies Act 2013.Specific amount payable as commission is based on the performance criteria laid down bythe Board/NRCwhichbroadlytakesintoaccounttheprofitsearned by the Company for the year.

11. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year: The highest paid Director is the Managing Director. No employee hasreceived remuneration in excess of the Managing Director during the year.

12. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and employees adopted by the Company.

Annexure ‘C’

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014] A. CONSERVATION OF ENERGY i. Steps taken or impact on conservationof energy:

1. 76 Nos of 20W LED tube lights introduced in the magazines DF to PETN Street lightsSecond Stage Path way in place of 40W tube lights.

2. 226 Nos of CFL lamp fittings introduced in place of 40W tube lights/100w GLS bulbsin the factory campus.

3. Reduced usage of diesel generator taking advantage of improved power situation inthe State. ii. Steps taken by the company for utilising alternate sources of energy:

Solar energy was used for computers and communication systems in the administrationbuilding and street lights in the factory area. iii. The capital investment on energyconservation equipments:

The plan did not include major capital investments during the year on energyconservation equipment.

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:

No technology imported or acquired from external sources.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

(a) Indigenously developed P-65 Squibs and P-66 Igniter as per the specificationsprovided by the customer and supplied.

(b) Reverse engineered and indigenized the Igniter system for Missile developed byDRDO; critical components have been designed and developed.

(c) Technology Transfer by DRDO received for Pyro Cartridges PC 50/100/110 DQ and thesame is being absorbed.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

(a) the details of technology imported;
(b) the year of import; Not Applicable as there was no import of technology during the last three years.
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof;

iv) Expenditure on R&D

(Rs in Lakhs)
2015-16 2014-15
(a) Capital Expenditure - -
(b) Recurring Expenditure 73.86 66.37
(c) Total Expenditure 73.86 66.37
(d) Total Expenditure on R&D as a percentage of total turnover 0.72 0.57
C. FOREIGN EXCHANGE EARNINGS & OUTGO
Total Foreign Exchange used and earned in terms of actual inflows and actual outflow:
Used / Outflow 389.20 566.38
Earned / Inflow 2224.72 2872.52

Annexure ‘D’

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

To

The Members

GOCL Corporation Limited

(Formerly Known as Gulf Oil Corporation Limited)

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by GOCL Corporation Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the GOCL Corporation Limited’s books papers minutesbooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the companyhas during the audit period covering the financial ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by GOCL Corporation Limited ("theCompany") for the financial year ended on 31st March 2016 according to theprovisions of:

(1) The Companies Act 2013 (the Act) and the rules made there under;

(2) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(3) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 as amended from time to time;

(ii) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 as amended from time to time;

(6) The Company has identified the following Acts specifically applicable to theCompany:

i. Explosives Act 1884

ii. Petroleum Act 1934

iii. Hazardous Wastes (Management Handling and Transboundary Movement) Rules 2008

iv. Manufacture Storage and import of Hazardous Chemicals Rules 1989

v. Ammonium Nitrate Rules 2012

vi. Andhra Pradesh Fire Services Act 1999

vii. Arms Act 1959 (7) The Company has identified the following laws RegulationsGuidelines Rules etc as generally applicable to the Company:

i. Environment Protection Act 1986

ii. Air (Prevention and Control of pollution) Act 1981

iii. Water (Prevention and Control of pollution) Act 1974

iv. The Minimum Wages Act 1948

v. The payment of Wages Act 1936

vi. The Payment of Bonus Act 1965

vii. The Employees Provident Funds & Miscellaneous Provisions Act 1952

viii. The Employees State Insurance Act 1948

ix. The Payment of Gratuity Act 1972

x. The Contract Labour (regulation & Abolition) Act 1970

xi. The Apprentices Act 1961

xii. Employment Exchanges (Compulsory Notification of vacancies) Act 1959

xiii. The Factories Act 1948

xiv. Industrial Employment (Standing Orders) Act 1946

xv. Andhra Pradesh Factories and Establishments (National Festival and other Holidays)Act 1974 xvi. Andhra Pradesh Labour Welfare Fund Act 1987

xvii. The Maternity BenefitAct 1961

xviii. Employees Compensation Act 1923

xix. The Public Liability Insurance Act 1991

xx. The Industrial Disputes Act 1947

xxi. Equal Remuneration Act 1976

xxii. Andhra Pradesh Tax on Professions Trades Callings and Employments Act 1987

xxiii. The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

xxiv. Indian Boilers Act 1923

xxv. Electricity Act 2003

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and theNational Stock Exchange of India Limited upto November 30 2015 and (iii) The SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 from December 1 2015.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. We further report that -The Board ofDirectors of the Company is duly constituted with proper balance of Executive DirectorsNon-Executive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

Adequate notice was given to all directors for convening the Board/ Committee Meetingsagenda and detailed notes on agenda were sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

During the period under review resolutions were carried through majority decisions. Theminutes of the meetings held during the audit period did not reveal any dissenting membersview. As confirmed by the management there were no dissenting views expressed by any ofthe members or any business transacted at the meetings held during the period underreview.

We further report that based on the information documents provided and therepresentations made by the Company its officersduring our audit process and also onreview of the compliance reports of the Company Secretary taken on record by the Board ofDirectors of the Company periodically in our opinion there are adequate systems andprocesses exists in the Company to commensurate with the size and operations of theCompany to monitor and ensure compliance with applicable laws rules regulations andguidelines.

We further report that the compliance by the Company of the applicable financial lawslike direct and indirect tax laws and maintenance books of financial accounts hasnot been reviewed by us since the same have been subject to review by statutory auditorsand other professionals.

We further report that during the audit period the company has:

(i) changed its name to GOCL Corporation Limited from Gulf Oil Corporation Limitedeffective from October 12 2015. (ii) declared and paid dividend to the members of theCompany.

(iii) received resignation letter from Mr. Prakash Shah as Director and complied withthe necessary intimations to be made to Stock Exchanges and Registrar of Companies.

For BS & Company Company Secretaries LLP
(Formerly BS & Company Company Secretaries)
Date: May 20 2016 Dafthardar Soumya
Place: Hyderabad Designated Partner
C P No. 13199
ACS No. 29312

Note: This report is to be read with our letter of even date which is annexed as‘Annexure’ and forms an integral part of this report.

‘Annexure’

To

The Members

GOCL Corporation Limited

(Formerly Known as Gulf Oil Corporation Limited) Our report of even date is to be readwith this letter. Our report of even date is to be read with this letter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of accounts of the Company.

4. Where ever required we have obtained Management Representation about the compliancelaws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to thefutureviabilityofthecompanynoroftheefficacyor effectiveness with which the management hasconducted the affairs of the Company.

For BS & Company Company Secretaries LLP
(Formerly BS & Company Company Secretaries)
Date: May 20 2016 Dafthardar Soumya
Place: Hyderabad Designated Partner
C P No. 13199
ACS No. 29312

Annexure ‘E’

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1 A brief outline of the Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs. GOCL Corporation Limited ("GOCL") is inspired and guided by the pioneering thoughts "My dharma (duty) is to work so that I can give" of late Shri Parmanand Deepchand Hinduja- Founder of the Hinduja Group. GOCL is a socially responsible corporate and has undertaken and implemented Corporate Social Responsibility (CSR) activities for the upliftment of the economically and socially disadvantaged communities and shall continue to do in future. The prioritized areas for CSR activities of GOCL include Education Sustainable Development Health Care and other philanthropic and humanitarian activities. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act 2013 and the same is placed on the Company’s website at the web link: http://www.gulfoilcorp.com/reportspdf/report54e335 c075375.pdf
2 The Composition of the CSR Committee. 1. Mr. Ashok Kini (Chairman from 23.09.2015)
Mr.Prakash Shah (Chairman upto 07.08.2015)
2. Mr.Ajay P Hinduja (Member)
3. Mr.K.N.Venkatasubramanian (Member)
3 Average net profit of the Company for last three financial years Rs 5948.48 Lakhs
4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above). Rs 118.96 Lakhs
5 Details of CSR spent for the financial year:
a) Total amount to be spent for the financial year: Rs 5.09 Lakhs + Rs. 96.20 Lakhs by demerged company GOLIL (refer to para 23 of the Board’s Report for further details)
b) Amount unspent if any: Rs 12.58 Lakhs
c) Manner in which the amount spent during the financial year. Contribution towards "Upgradation of Zila Parishad Schools" project undertaken by Hinduja Foundation.
6 In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof the Company shall provide the reasons for not spending the amount in its Board report. Yes
7 A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company. Yes

 

May 26 2016 S.Pramanik Ashok Kini
Mumbai Managing Director Chairman - CSR Committee
DIN: 00020414 DIN: 00812946

Statement of particulars of employees pursuant to Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and forming part ofDirectors’ Report for the financial year ended 31st March 2016

Name of the Employee Age (years) Designation/ Nature of Duties Qualifica - tion Experience (years of employment) Date of Com- mencement Remuneration ( ` in Lakhs) Last Employment / Position held No. and % of equity shares held in the Company
EMPLOYED THROUGHOUT THE YEAR
1. S.Pramanik 66 Managing B.Che.E 43 02.11.1998 115.84 Executive 6502 -
Director (Hons) MFM (JBIMS) CAIIB FCMA FCS Director (Commercial) Gulf Oil India Limited 0.01%

Notes:

1. Nature of employment is contractual. Other terms and conditions applicable are asper Company’s rules.

2. None of the employees is a relative of any Director of the Company.

For and on behalf of the Board of Directors
Place : Mumbai Ajay P. Hinduja
Date : August 4 2016 Chairman