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Gujarat Ambuja Exports Ltd.

BSE: 524226 Sector: Industrials
NSE: GAEL ISIN Code: INE036B01022
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OPEN 112.00
52-Week high 146.95
52-Week low 74.20
P/E 10.12
Mkt Cap.(Rs cr) 1,271
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 112.00
CLOSE 111.80
52-Week high 146.95
52-Week low 74.20
P/E 10.12
Mkt Cap.(Rs cr) 1,271
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Ambuja Exports Ltd. (GAEL) - Director Report

Company director report


The Members

Gujarat Ambuja Exports Limited

Your Directors have pleasure in presenting the 25th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch 2016.


The summary of the financial results for the year and appropriation of divisibleprofits is given below:

(Rs in crores)



2015-16 2014-15
Net Revenue from Operations & Other Income 2746.32 2540.43
(Including Exports - FOB Value) 269.61 300.64
Profit Before Interest Depreciation & Taxes 197.68 173.73
a. Finance Costs 9.91 15.00
b. Depreciation & Amortization Expenses 65.07 60.97
c. Provision For Taxation (including Deferred Tax) 17.40 15.52
Net Profit for the Year 103.58 84.17
Add: Balance of profit carried forward 596.09 525.51
Total Profit available for appropriation 699.67 609.68
Appropriated as under:
a. Interim Dividend 11.07 11.62
b. Dividend Distribution Tax on Interim Dividend 2.25 1.97
c. Transfer to General Reserve Nil Nil
Total Appropriation 13.32 13.59
Balance Carried to Balance Sheet 686.35 596.09


The Board of Directors had declared interim dividend @ 40% p.a. i.e. ' 0.80/- perEquity Share of ' 2/- each for F.Y. 2015-16 at its meeting held on 30thJanuary 2016 and the same had been paid to eligible members and/or beneficial owners. Thetotal cash outflow for dividend during the year was ' 13.32 crores (P.Y. ' 13.59 crores)including dividend distribution tax of ' 2.25 crores (P.Y. ' 1.97 crores).

In view of conserving resources for future expansion plans of the Company yourDirectors do not recommend any further dividend for the F.Y. 2015-16. The members arerequested to approve the interim dividend for F.Y. 2015-16 as final dividend.


a. Operational Performance

The Company recorded operational revenue of ' 2736.48 crores as compared to ' 2531.30crores during the previous financial year. The various profit parameters have significantgrowth during the year. The Company achieved EBIDTA margin of 7.22% in F.Y. 2015-16against the same at the level of 6.86% in F.Y. 2014-15.

Export Sales for the F.Y. 2015-16 was ' 279.42 crores as compared to ' 317.62 croresfor the F.Y. 2014-15 mainly due to surge in the domestic market in respect of Agroprocessing segment products. The Company achieved Earnings before Interest Depreciationand Tax (EBIDTA) of ' 197.68 crores for the F.Y. 2015-16 against that of ' 173.73 croresfor the F.Y. 2014-15.

The Cash Profit before tax Profit after tax and EPS for the year remained at ' 187.77crores ' 103.58 crores and ' 7.49 per share respectively.

b. Capital Projects for the year 2015-16

The Company has also carried out routine modernization and improvements at all of itsmanufacturing Units. The Board of Directors is proud to inform that the Company isploughing back the retained earnings for the future growth of the Company.


The paid up Equity Share Capital as on 31st March 2016 was ' 27.67 crores.During the year under review the Company has not issued shares with differential votingrights or granted stock options or issued sweat equity.


a. Corporate Governance

The Company makes due compliance of Corporate Governance guidelines and requirements ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as the "Listing Regulations"). In compliance with Regulations 17 to22 and Regulation 34 of the Listing Regulations a separate report on CorporateGovernance along with a certificate from the Statutory Auditors confirming the complianceof Corporate Governance requirements is annexed as Annexure-A to this report.

b. Management Discussion and Analysis

A statement on management discussion and analysis with detailed highlights ofperformance of different divisions/segments of the Company is annexed as Annexure-B tothis report.


The Board of Directors of the Company at its meeting held on 22nd May 2015had approved to disinvest the shareholding in Gujarat Ambuja International Pte. Ltd. theWholly Owned Subsidiary of the Company at Singapore and subsequently decided to close downthe Subsidiary and take all necessary action(s) for winding up its affairs. Accordinglythe operations of the Subsidiary were discontinued w.e.f. 31st December 2015.In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements of the Company and its Subsidiary Company which isforming part of the Annual Report. Pursuant to provisions of Section 129(3) of theCompanies Act 2013 a statement containing salient features of the financial statementsof the Company's subsidiary in Form AOC-1 is attached to the financial statements of theCompany. The statement also provides the details of performance financial position of theSubsidiary of the Company.

The financial statements of the Subsidiary company and related information areavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on all days except Sundays and public holidays upto the date of the AnnualGeneral Meeting as required under Section 136 of the Companies Act 2013. Any Memberdesirous of obtaining a copy of the said financial statements may write to the CompanySecretary at the Registered Office of the Company. The financial statements including theConsolidated Financial Statements financial statements of Subsidiary and all otherdocuments required to be attached to this report have been uploaded on the website of theCompany (


a. Working Capital

The working capital requirements of the Company during the year have been more or lessin line with the previous financial year. However the utilization mix has changed from INRdominated fund based limits to trade credits for imports. The shift in utilization mix isdue to various domestic and global economic factors. The same has been elaborated underManagement Discussion and Analysis Report. During the F.Y. 2015-16 since the borrowingsfor trade credits for imports was in foreign currency the rate of interest wassignificantly lower than INR borrowings. The impact of which was clearly visible in thelower finance cost by more than 33% in the F.Y. 2015-16. The trend is continuing incurrent financial year also. There may be a minor shift in utilization mix in the secondhalf of current financial year. The Company has decent rating of A+ with stable outlookfor short term working capital facilities from CRISIL as per the applicable regulatorynorms. At present the Company has the same level of limits and has the arrangements withthe bankers to fix quarterly operative limits as per the expected utilization during theensuing quarter.

b. Term Loans

During the F.Y. 2014-15 the Company availed term loan of INR 40 crores from HDFC BankLimited to complete the modernization of spinning unit. The modernization project of ringspinning was completed in Q3 of F.Y. 2015-16. The loan under project was approved byMinistry of Textile with an interest subsidy of 2%. The project has also receivedeligibility certificate under the Gujarat State Textile Policy for the interest subsidy of7% with a maximum term loan cap of INR 21 crores. The term loan is reaffirmed rating of A+from CARE as per regulatory norms.

c. Insurance

All assets and insurable interests of the Company including building plant &machineries stocks stores and spares have been adequately insured against various risksand perils. The Company has also taken Director's and Officer's Liability Policy toprovide coverage against the liabilities arising on them.


During the period under report the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.


The Company is well supported by the knowledge and experience of its Directors andExecutives. Pursuant to provisions of the Companies Act 2013 and Articles of Associationof the Company Shri Mohit Gupta the Joint Managing Director of the Company and ShriSandeep Agrawal the Whole-Time Director of the Company are liable to retire by rotationand being eligible have offered themselves for re-appointment.

The Board of Directors of the Company at its meetings held on 12th March2016 and 30th April 2016 has appointed Shri Vishwavir Saran Das and ShriSandeep Singhi respectively as Additional Directors on the Board of Directors of theCompany. Shri Vishwavir Saran Das and Shri Sandeep Singhi who hold office upto the dateof this Annual General Meeting and in respect of whom the Company has received validnotices in writing from Members of the Company proposing their candidature as Directors ofthe Company are recommended for appointment as Independent Directors for five consecutiveyears commencing from 1st April 2016 and 30th April 2016respectively.

The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 30th July 2016 have recommended and approvedsubject to approval of the members at the Annual General Meeting appointment of ShriVishwavir Saran Das and Shri Sandeep Singhi as Independent Directors of the Company for aperiod of five consecutive years commencing from 1st April 2016 and 30thApril 2016 respectively. The above businesses are recommended for approval of theMembers.

During the year under review Shri Manan Bhavsar resigned as Company Secretary-KeyManagerial Personnel and Compliance Officer of the Company w.e.f. 12th August2015. The Directors placed on record their appreciation for the contribution made by himduring his tenure. The Board of Directors at its meeting held on 25th July2015 has appointed Ms. Chetna Dharajiya as Company Secretary-Key Managerial Personnel andCompliance Officer of the Company w.e.f. 13th August 2015.

After the Balance Sheet Date:

Shri N. Giridhar resigned as Chief Financial Officer-Key Managerial Personnel of theCompany w.e.f. 31st May 2016. The Directors placed on record theirappreciation for the contribution made by him during his tenure. The Board of Directors atits meeting held on 30th July 2016 has appointed Shri Dinesh Shah as ChiefFinancial Officer-Key Managerial Personnel of the Company w.e.f. 30th July2016.


In terms of Section 134(3)(c) of the Companies Act 2013 (Act) in relation tofinancial statements of the Company for the year ended 31st March 2016 theBoard of Directors states that:

a. in the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule Ill to the Act have been followed and there areno material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and ofthe profit of the Company for the year ended 31st March 2016;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts/financial statements have been prepared on a 'going concern'basis;

e. proper internal financial controls are in place and are operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out herewith as Annexure-C to this report.


There were no material changes and commitments between the end of the financial year ofthe Company to which the Financial Statements relates and date of Directors' Reportaffecting the financial position of the Company.


Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statements (Pleaserefer to Note Nos. 12 13 and 15 to the Standalone Financial Statements).


During the F.Y. 2015-16 the Company has entered into transactions with related partiesas defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Details) Rules 2014 all of which were in the ordinarycourse of business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 read with the Rules issued thereunder and the Listing Regulations.Further there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the AuditCommittee. The details of the related party transactions as per Accounting Standard 18 areset out in Note No. 28.2 to the Standalone Financial Statements forming part of thisAnnual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure-D to this report.


a. Statutory Auditors and Auditor's Report

At the 23rd Annual General Meeting of the Company held on 13thSeptember 2014 the Members of the Company have appointed M/s. Kantilal Patel & Co.(Firm Registration No. 104744W) Chartered Accountants as Statutory Auditors of theCompany from the conclusion of 23rd Annual General Meeting till the conclusionof the 26th Annual General Meeting to be held in the year 2017 subject toratification of their appointment at every Annual General Meeting. As per the provisionsof Section 139 of the Companies Act 20l3 the appointment of Auditors is required to beratified by Members at every Annual General Meeting. The Company has received acertificate from them about their eligibility for appointment as Statutory Auditors inaccordance with Rule 4 of the Companies (Audit and Auditors) Rules 2014 read with thirdproviso of Section 139(2) of the Companies Act 2013. The Auditors' report does notcontain any qualification reservation or adverse remark and is self-explanatory andunmodified and thus does not require any further clarifications/ comments. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Companyduring the year under review.

b. Cost Auditors

The Company has appointed M/s. N. D. Birla & Co. the Cost Accountants Ahmedabad(Membership No. 7907) as the Cost Auditors of the Company for audit of cost accountingrecords of its activities for the F.Y. 2015-16. Further pursuant to Section 148 of theCompanies Act 2013 read with the Rules issued thereunder the Board of Directors of theCompany on the recommendations made by the Audit Committee at its meeting held on 12thMarch 2016 has approved the appointment of M/s. N. D. Birla & Co. the CostAccountants Ahmedabad (Membership No. 7907) as the Cost Auditors of the Company toconduct the audit of cost records for the F.Y. 2016-17. The remuneration proposed to bepaid to the Cost Auditors subject to ratification of members at the ensuing 25thAnnual General Meeting would not exceed ' 220000/- (Rupees Two Lacs Twenty Thousandonly) excluding taxes and out of pocket expenses if any.

The Company has received certificate from the Cost Auditors for eligibility u/sl4l(3)(g) of the Companies Act 2013 for appointment as Cost Auditor and his/itsindependence and arm's length relationship with the Company.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. PRT and Associates Company Secretaries Ahmedabad as Secretarial Auditorsof the Company for the F.Y. 2015-16 to conduct Secretarial Audit and provide SecretarialAudit Report in Form MR-3. The Secretarial Audit Report is annexed herewith as Annexure-Eto this report. The Secretarial Auditors' report does not contain any qualificationreservation or adverse remark and is self-explanatory and thus does not require anyfurther clarifications/comments.


The Company has adopted Vigil Mechanism/Whistle Blower Policy which was approved andadopted by the Board of Directors of the Company at its meetings held on 26thJuly 2014. The said policy provides a formal mechanism for all employees of the Companyto approach Chairman of the Audit Committee of the Company and make protective disclosuresabout the unethical behavior actual or suspected fraud and violation of the Company'sCode of Conduct and Business Ethics. Under the Policy each employee of the Company has anassured access to the Chairman of the Audit Committee.


With core business interest of the Company in agro-processing and its exports theCompany plays an important role in strengthening the fabric of society by generatingemployment and business opportunities. The Company is committed to continuously improvingits social responsibilities as a good corporate citizen to make positive impact on thesociety. The Company has framed a policy for the Corporate Social Responsibility layingdown the guidelines for sustainable development of the society. During the year theCompany has undertaken directly and indirectly various initiatives contributing to theenvironment including reduced waste generation improved waste management implementingenvironmental plan through power generation etc. The Company also developed comprehensiveplan for carrying out activities focusing on education health programmes and skilldevelopment and supporting various community development projects in locations where theCompany operates.

The Board of Directors at its meeting held on 24th May 2014 approved andadopted the Corporate Social Responsibility Policy of the Company pursuant to theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 on the recommendations of the CSR Committee.The initiatives undertaken by the Company during the F.Y. 2015-16 in Corporate SocialResponsibility activities have been detailed in this Annual Report. The Annual Report onCSR activities in accordance with the Companies (Corporate Social Responsibility Policy)Rules 2014 is set out herewith as Annexure-F to this report.


Five meetings of the Board of Directors were held during the F.Y. 2015-16. The detailsof the meetings of the Board/Committees of the Board are given in the Report on CorporateGovernance which forms part of this report.


During the F.Y. 2015-16 the Committee consisted of Shri Sudhin Choksey (Chairman)Shri Rohit Patel and Shri Ashok Gandhi the Directors of the Company. As per Section177(8) of the Companies Act 2013 the Board has accepted all the recommendations of theAudit Committee during the F.Y. 2015-16.


The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as agreed from time to time with the Board ofDirectors. As per Clause 49 of the Listing Agreement {Corresponding Regulation 2l of theListing Regulations now} the Company has voluntarily constituted a Risk Management

Committee to oversee the risk management efforts in the Company under the Chairmanshipof Shri Manish Gupta Managing Director and other Members being Shri Mohit Gupta JointManaging Director Shri Sandeep Agrawal Whole-Time Director the Chief Financial Officerand the Company Secretary of the Company. The Committee reports to the Board of Directorsof the Company. At plants/units level Internal Committees have been formed headed byplants/units heads of respective plants/units and functional departmental heads. SuchCommittees report to the Risk Management Committee from time to time. The Board ofDirectors has developed and implemented Risk Management Policy for the Company. There areno risks which in the opinion of the Board threaten the existence of the Company. Howeversome of the risks which may pose challenges are set out in the Management Discussion andAnalysis Report which forms part of this report.


In accordance with Section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued thereunder and Clause 49 of the ListingAgreement {Corresponding Regulation 19 of the Listing Regulations now} the Board ofDirectors at its meeting held on 26th July 2014 formulated and adopted theNomination and Remuneration Policy of the Company on the recommendations of the Nominationand Remuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the Policy on appointment and remuneration of Directors and other mattershave been set out in Annexure-G to this report.

The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors/ employees of the Company is set out in Annexure-H to this report.


The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of Executive and Non-Executive Directors of the Company as per Clause 49 of theListing Agreement {Corresponding Regulation 19 of the Listing Regulations now} and Section178 of the Companies Act 2013. The criteria was set based on profiles experiencecontribution dedication regularity aptitude preparedness & participation team workand contribution of each Director to the growth of the Company.

The Company has devised the Board's Performance Evaluation Policy document along withperformance evaluation criteria/form for Independent and Non-Independent Directors of theCompany and criteria for evaluation of Board's/Committee's performance along with remarksand suggestions. The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

Separate meeting of Independent Directors was held on 29th January 2016 andit reviewed the performance of Non-Independent Directors & the Board as a whole andalso reviewed the performance of Chairman of the Company. The same was discussed in theboard meeting that followed the meeting of the Independent Directors at which theperformance of the Board its committees and individual Directors was also discussed.INTERNAL COMPLAINTS COMMITTEE

The Board of Directors of the Company at its meeting held on 25th January2014 has approved and adopted a Policy for Prevention of Sexual Harassment of Women asper the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 (as amended from time to time). As per the provisions of the said Act theCompany has constituted Committees in the name of "Internal ComplaintsCommittee" for the Registered Office & Units of the Company. During the F.Y.2015-16 there were no case filed under the said Act. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as Clause49 of the Listing Agreement {Corresponding Regulation l6(l)(b) of the Listing Regulationsnow}.


As required under the provisions of Section 134 (3)(a) and Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of Annual Return in Form No. MGT-9 is annexed herewith asAnnexure-I to this report.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year the Company appointed M/s. PAM & Associatesthe Chartered Accountants for review of Internal Financial Controls in the Company. Suchcontrols were tested and no reportable material weakness in the design or operation wereobserved.

The Company has devised systems to ensure compliance with the provisions of allapplicable laws to the Company. During the year the Internal Auditors of each unit of theCompany were assigned the responsibility for ensuring and reviewing the adequacy of legalcompliance systems in the Company as required under the Companies Act 2013. Compliancewith all laws applicable to the Company were checked by the Internal Auditors of each unitand no non-compliance with laws applicable to the Company were reported to the Company.


There were no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.


The Company places utmost importance on ensuring safety of its employees visitors tothe premises of the Company and the communities we operates in. Structured monitoring& review and a system of positive compliance reporting are in place. There is a strongfocus on safety with adequate thrust on employees' safety. The Company is implementingprogrammes to eliminate fatalities and injuries at work place. Quarterly reports onhealth safety and environment from each plants/units of the Company are received by theCompany and the same are placed before the Board of Directors for their review.

The Company has been achieving continuous improvement in safety performance through acombination of systems and processes as well as co-operation and support of all employees.Each and every safety incidents at plants/units if any are recorded and investigated.


The industrial relations of the Company with its personnel has continued to be cordialand amicable. Your Directors acknowledge and appreciate the efforts and dedication ofemployees towards the Company. Your Directors wish to place on record the co-operationreceived from the staff and workers at all levels and at all plants/units.


The Company accords top priority for creating and enhancing shareholders value. All theCompany's operations are guided and aligned towards maximizing shareholders value.


Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks Departments of Central Government & StateGovernments other Government Departments Members Esteemed Customers and Suppliersduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the committed services support and contribution by the ExecutivesStaff and Workers of the Company.

For and on behalf of the Board of Directors
Vijaykumar Gupta
Place: Ahmedabad Chairman & Managing Director
Date : 30th July 2016 (DIN: 00028173)