To the Members of GUJARAT FLUOROCHEMICALS LIMITED
Your Directors take pleasure in presenting to you their Twenty-Ninth Annual Reporttogether with the Audited Financial Statements for the Financial Year ended on 31st March2016.
1. FINANCIAL RESULTS
Following are the working results for the Financial Year 2015-16:
|Particulars ||Consolidated ||Standalone |
| ||(Rs. ||in lakh) || |
(Rs. in lakh)
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Net Sales / Income from Operations ||712419 ||527715 ||131908 ||130921 |
|Other operating Income ||7448 ||6366 ||1923 ||1176 |
|Total Income from Operations ||719867 ||534081 ||133831 ||132097 |
|Less: Total Expenses ||622362 ||459053 ||119518 ||116670 |
|Profit from operations before other income and finance costand exceptional items ||97505 ||75028 ||14313 ||15427 |
|Add: Other Income ||8503 ||4981 ||5236 ||5619 |
| ||106008 ||80009 ||19549 ||21046 |
|Less: Finance Costs ||23228 ||21877 ||4773 ||5198 |
|Profit from ordinary activities after finance costs but before exceptional items ||82780 ||58132 ||14776 ||15848 |
|Exceptional items ||(496) ||24433 ||- ||27905 |
|Profit from ordinary activities before taxation ||82284 ||82565 ||14776 ||43753 |
|Provision for taxation ||22413 ||15852 ||4360 ||5517 |
|Profit / (Loss) for the year ||59871 ||66712 ||10416 ||38236 |
|Less: Share of Minority Interest in Profit / (Loss) ||(20484) ||(8186) ||- ||- |
|Add: Share in profit of associates ||- ||- ||- ||- |
|Net Profit / (Loss) for the year ||39387 ||58527 ||10416 ||38236 |
|Profit brought forward form earlier years ||75848 ||59558 ||972 ||667 |
|On account of change in Minority Interest ||- ||(4306) ||- ||- |
|On account of Amalgamation ||(198) ||- ||- ||- |
|Recoupment of loss of earlier year from Minority Interest ||- ||- ||- ||- |
|Profit available for appropriations ||115037 ||113779 ||11388 ||38903 |
|Appropriations || || || || |
|Transferred to General Reserves ||6000 ||33303 ||6000 ||33303 |
|Interim Dividend ||3845 ||- ||3845 ||- |
|Final Dividend ||- ||3845 ||- ||3845 |
|Tax on Dividend ||783 ||783 ||783 ||783 |
|Balance Carried forward to Balance Sheet ||104410 ||75848 ||760 ||972 |
|TOTAL ||115037 ||113779 ||11388 ||38903 |
Detailed analysis of the Financial and Operational Performance of the Company has beengiven in the Management Discussion and
Analysis Report forming part of this Annual Report.
2. CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements prepared in accordance with therequirements of the Companies Act 2013 (Act) SEBI (Disclosure and Listing ObligationsRequirements) Regulations 2015 (Listing Regulations) and Accounting Standard (AS) - 21 on
Consolidated Financial Statements read with AS - 23 on Accounting for Investments inAssociates and AS - 27 on Financial Reporting of
Interests in Joint Ventures for the Financial Year 2015-16 forms part of this AnnualReport. The Audited Standalone and Consolidated Financial Statements for the FinancialYear 2015-16 shall be laid before the Annual General Meeting for approval of the Membersof the Company.
Your Directors have paid an Interim Dividend of Rs. 3.50 per share (350%). The totaldividend pay-out (including dividend distribution tax on dividend pay-out) for theFinancial Year 2015-16 is Rs. 4627 lakhs. The Board of Directors have not recommended anyfurther Dividend for the Financial Year 2015-16.
4. TRANSFER TO RESERVES
During the year under review the Company has transferred Rs. 6000 lakhs toGeneral Reserves.
Your Directors recommend appointment/re-appointment of following Directors:
Re-appointment of Shri Pavan Jain (DIN: 00030098) who retires by rotation and beingeligible offers himself for re-appointment.
Re-appointment of Shri Anand Bhusari (DIN: 07167198) and Shri Dinesh KumarSachdeva (DIN: 00050740 as Whole-time
Director of the Company for a further period of one year with effect from 28th April2016 and 29th November 2016 respectively.
Appointment of Shri Chandra Prakash Jain (DIN: 00011964) as an
Independent Director in place of Dr. S Rama Iyer who has resigned as IndependentDirector of the Company.
Necessary Resolutions in respect of Directors seeking appointment / re-appointment andtheir brief resume pursuant to Clause 36 (3) of the Listing Regulations are provided inthe Notice of the Annual
General Meeting forming part of this Annual Report.
During the year under review Shri Jitendra Singh Bedi (DIN: 01670022) hasresigned as a Whole-time Director of the Company with effect from 25th April 2015 andShri Anand Rambhau Bhusari (DIN: 07167198) is appointed in his place as Whole-timeDirector of the Company. Dr S Rama Iyer Independent Director of the Company has resignedwith effect from 01st April 2016.
6. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company is annexed to this Report asAnnexure A.
7. INDEPENDENT DIRECTORS
Pursuant to provisions of Section 149 (7) of the Act all Independent Directors havegiven declarations that they meet the criteria of Independence as laid down under Section149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations.
8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarization Programme imparted to Independent Directors have beendisclosed on the Company's Website. The same can be viewed athttp://www.gfl.co.in/familiarization php
9. BOARD EVALUATION
All Independent Directors at their meeting held on 9th February 2016 had evaluatedperformance of Non-Independent DirectorsChairman of the Company and Board as a wholeincluding Committees of Board in accordance with evaluation mechanism approved at the saidMeeting. Further the Board of Directors at itsMeeting held on 9th February 2016 hadevaluated performance of Independent Directors in accordance with the evaluation mechanismapproved at the said Meeting. These evaluations were done as per the requirements laiddown in Section 149 of the Companies Act 2013 read with Schedule IV to the said Act andRegulations 17 (10) and 25 (3) of the Listing Obligations. The performance of Directorswas evaluated based on the parameters such as qualifications experience personalattributes like honesty and integrity independence professional skills contribution toBoard Meetings etc. while the performance of the Board and the Committee were evaluatedbased on the parameters such as policies and procedures followed qualification andexperience of Board and Committee Members composition of Board and Committee diversityon the Board Board Meetings and Committee Meetings Corporate Governance etc. Astructured questionnaire was prepared covering the above areas of competencies and wasgiven to each Director. Feedback received from the Directors reflected highly satisfactoryperformance.
10. MEETINGS OF THE BOARD
During the year under review the Board met 6 (six) times and details of Board Meetingsheld are given in the Corporate Governance Report. The intervening gap between the twoMeetings was within the time limit prescribed under Section 173 of the Companies Act 2013and Regulation 17 of the Listing Regulations.
11. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUBSECTION (5) OF SECTION 134 OF THECOMPANIES ACT 2013
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3) (c) of theCompanies Act 2013 i. in the preparation of the Annual Accountsthe applicable Accounting Standards had been followed and there are no departures from therequirement of the Accounting Standards; ii. the Directors had selected such AccountingPolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs oftheCompany at the end of the Financial Year and of the Profit of the Company for thatperiod; iii. the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;iv. the Directors had prepared the Annual Accounts on a going concern basis; _programme.v. the Directors had laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls were adequate and were operating effectively andvi. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
12. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act 2013 the Company at its Meeting of theBoard of Directors held on 29th May 2014 had designated Shri Vivek Jain ManagingDirector Shri Manoj Agrawal Chief Financial Officer and Shri Bhavin Desai CompanySecretary as
Key Managerial Personnel of the Company.
13. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED
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 Statement of theCompany. Please refer to Notes no 15 16 18 22 36(h) 53(a) and 53(b) to the StandaloneFinancial Statements of the Company.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
AllContracts/Arrangements/TransactionsenteredbytheCompany during the year under reviewwith Related Parties are approved by the Audit Committee and/or Board and/or Shareholdersas per the provisions of Section 188 of the Companies Act 2013 read with the Rule 15 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of theListing Regulations. During the year under review the Company had not entered into anyContract/ Arrangement / Transaction with Related Parties which could be consideredmaterial in accordance with the Policy of the Company on materiality of Related PartyTransactions.
The Policy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be viewed on the Company's Website at the link:http://www.gfl.co.in/ pdf/GFL%20-%20Related%20Party%20Transaction%20Policy.pdf
All transactions entered with Related Parties for the year under review were on arm'slength basis and hence disclosure in form no AOC -2 is not required to be annexed to thisReport.
The Company has not accepted any deposits covered under Chapter V of the Act.
16. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has following Subsidiaries / Joint Ventures / Associate Companies:
Gujarat Fluorochemicals Americas LLC
Gujarat Fluorochemicals Americas LLC is an Unlisted wholly-owned Foreign Subsidiary ofthe Company engaged in the business of manufacture trading and sale of Post TreatedPolytetrafluoroethylene (PT-PTFE) Compounds along with providing sales service andtechnical support to US customers.
Gujarat Fluorochemicals GMBH
Gujarat Fluorochemicals GmbH is an Unlisted wholly-owned
Foreign Subsidiary of the Company engaged in the business of trading of polymercompounds especially Post-Treated Polytetrafluoroethylene (PT-PTFE) along with providingsales service and technical support to German and EU customers.
Gujarat Fluorochemicals Singapore PTE Limited
Gujarat Fluorochemicals Singapore Pte Limited is an Unlisted wholly-owned ForeignSubsidiary of the Company engaged in investment activities and holds investments in thejoint venture in Morocco for mining of Fluorspar.
GFL GM Fluorspar (SA)
GFL GM Fluorspar (SA) is step-down Foreign Subsidiary of the Company engaged into thebusiness of mining of fluorspar.
Xuancheng HengYuan Chemical Technology Company Limited
Xuancheng HengYuan Chemical Technology Company Limited (XHCT) is a Joint Venture of theCompany engaged in the business of manufacture of Anhydrous Hydrogen Fluoride and alliedactivities.
The Company has entered into an Agreement for sale of its stake in its Joint VentureCompany XHCT China. In view of the sameXHCT China will cease to be a Joint VentureCompany of Gujarat
Fluorochemicals Limited on receipt of approval from the relevant regulatory authoritiesand transfer of Gujarat Fluorochemicals Limited's Shareholding in the Joint VentureCompany. The Company has submitted its disclosure to the Stock Exchanges under Regulation30 of the Listing Regulations in this regard.
Swarnim Gujarat Fluorspar Private Limited
Swarnim Gujarat Fluorspar Private Limited is a Joint Venture of the Company and isproposed to be engaged in the business of manufacture of Acid grade Fluorspar and alliedactivities.
Inox Infrastructure Limited
Inox Infrastructure Limited is an Unlisted wholly-owned Subsidiary of the Companyengaged in the business of real estate and property development.
Inox Leisure Limited
Inox Leisure Limited is a Listed Subsidiary of the Company engaged in the business ofsetting up operating and managing a national chain of multiplexes under the brand nameINOX'. The Company holds 48.09 % of the Paid-up Equity Share Capital of Inox LeisureLimited.
Shouri Properties Private Limited
Shouri Properties Private Limited is an unlisted step-down
Subsidiary of the Company which holds a license to operate a multiplex cinema theatrewhich is operated by Inox Leisure Limited.
Inox Wind Limited
Inox Wind Limited is a listed subsidiary of the Company engaged in the business ofmanufacture of wind turbine generators (WTGs). It also provides Erection Procurement& Commissioning ("EPC") Operations & Maintenance ("O&M) andCommon Infrastructure Facilities services for WTGs. The Company holds 63.09% of thePaid-up Equity Share Capital of Inox Wind Limited.
Inox Wind Infrastructure Services Limited
Inox Wind Infrastructure Services Limited is an Unlisted step-down Subsidiary of theCompany engaged the business of providing Erection Procurement & Commissioning (EPC)Operation & Maintenance (O&M) services and Common Infrastructure facilitiesservices for Wind Turbine Generators.
Marut-Shakti Energy India Limited
Marut-Shakti Energy India Limited is an Unlisted step-down Subsidiary of the Companyengaged in the business of development of Wind Farms.
Vinirrmaa Energy Generation Private Limited
Vinirrmaa Energy Generation Private Limited is an Unlisted step-down Subsidiary of theCompany engaged in the business of development of Wind Farms.
Sarayu Wind Power (Tallimadugula) Private Limited
Sarayu Wind Power (Tallimadugula) Private Limited is an Unlisted step-down Subsidiaryof the Company engaged in the business of development of Wind Farms.
Sarayu Wind Power (Kondapuram) Private Limited
Sarayu Wind Power (Kondapuram) Private Limited is an Unlisted step-down Subsidiary ofthe Company engaged in the business of development of Wind Farms.
Satviki Energy Private Limited
Satviki Energy Private Limited is an Unlisted step-down Subsidiary of the Companyengaged in the business of development of Wind
Inox Renewables Limited
Inox Renewables Limited is an Unlisted Subsidiary of the
Company engaged in the business of operating Wind Farms. The Company holds99.98% of the Paid-up Equity Share Capital of Inox Renewables Limited.
Inox Renewables (Jaisalmer) Limited
Inox Renewables (Jaisalmer) Limited is an Unlisted step-down Subsidiary of the Companyengaged in the business of generation of wind energy.position TheReport on the highlightsof performance and financial of each of the Subsidiaries Associates and Joint VentureCompanies of the Company in Form no. AOC-1 pursuant to first proviso to subsection (3) ofSection 129 of the Companies Act 2013 and Rule 5 of Companies (Accounts) Rules 2014along with the contribution of the Subsidiaries Associates and Joint Venture Companies tooverall performance of the Company during the year in terms of Rule 8 of Companies(Accounts) Rules 2014 is annexed to this Report as Annexure B.
The Audited Financial Statement of the Subsidiaries of the Company are placed on thewebsite of the Company and a copy will be provided to the Shareholder/s on request as perSection136 of the Companies Act 2013.
17. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal controls commensurate with its size and nature of itsbusiness. The Board has reviewed Internal Financial Controls of the Company and the AuditCommittee monitors the same in consultation with Internal Auditors of the Company.
18. INDEPENDENT AUDITORS' REPORT
There are no reservations qualifications or adverse remarks in the IndependentAuditors' Report.
The Notes forming part of the Financial Statements of the Company for the year ended31st March 2016 are self-explanatory and do not call for any further clarifications underSection 134 (3) (f) of the Companies Act 2013.
19. INDEPENDENT AUDITORS
Members at their 28th Annual General Meeting held on 29th September 2015 hadappointed M/s Patankar & Associates Chartered Accountants Pune as IndependentAuditors of the Company from the conclusion of 28th Annual General Meeting untilconclusion of 30th Annual General Meeting. The Board of Directors at their Meeting held on16th May 2016 recommended to the Members to ratify appointment of M/s Patankar &Associates Chartered Accountants Pune (Firm Registration No 107628W) as IndependentAuditors of the Company. Members are now requested to ratify appointment of M/s Patankar& Associates Chartered Accountants Pune (Firm Registration No 107628W) asIndependent Auditors of the Company from the conclusion of the 29th Annual General Meetinguntil the conclusion of 30th Annual General Meeting and to fix or authorise theBoard to fix their remuneration based on the recommendation of the Audit Committee. TheIndependent Auditors M/s. Patankar & Associates Chartered Accountants Pune haveconfirmed that their appointment if made will be in accordance with Section 139 of theCompanies Act 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules 2014 andthey satisfies criteria laid down in Section 141 of the Companies Act 2013.
20. COST AUDITOR
In terms of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyare required to be audited by a Cost Accountant in practice who shall be appointed by theBoard. In view of the above the Company has appointed
M/s Kailash Sankhlecha and Associates Vadodara to audit the cost audit recordsmaintained by the Company for Financial Year 2016-17 on a remuneration of Rs. 240000. Asrequired under the referred Section of the Companies Act 2013 and relevant Rules theremuneration payable to the Cost Auditor is required to be placed before the Members in aGeneral Meeting for their ratification Accordingly a resolution seeking Members'ratification for the remuneration payable to M/s Kailash Sankhlecha & Associates CostAuditors is included at Item No. 7 of the Notice convening the Annual General Meeting.
Particulars of Cost Audit Report Submitted by M/s Kailash Sankhlecha & Associatesin respect of Financial Year 2014-15 is as follows.
|Financial Year ||2014-15 |
|Due Date of Filing Cost Audit Report ||8th October 2015 |
|Date of Filing Cost Audit Report ||1st October 2015 |
21. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2013 the Company hasappointed M/s Samdani Shah & Associates a firm of Practising Company Secretaries toconduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/sSamdani Shah & Associates in Form no. MR-3 which has no qualifications is annexed tothis Report as Annexure C.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) of the Listing Regulations read with para B of Schedule V ispresented in a separate Section forming part of this Annual Report.
23. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 (3) read with Para C of Schedule V of Listing Regulationsthe Corporate Governance Report of the Company for the year under review and the Auditors'Certificate regarding compliance of conditions of Corporate Governance is annexed to thisreport.
In compliance with the requirements of Regulation 17 (8) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a Certificate from the Managing Directorand Chief Financial the Company who are responsible for the finance function was placedbefore the Board.
All the Board Members and Senior Management Personnel of the Company had affirmedcompliance with the Code of Conduct for Board and Senior Management Personnel. Adeclaration to this effect duly signed by the Managing Director is enclosed as a part ofthe Corporate Governance Report.
24. EXTRACT OF ANNUAL RETURN
In terms of Section 92 (3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management & Administration) Rules 2013 the extract of Annual Return asprovided in form no. MGT -9 is annexed to this Report as Annexure D.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information in respect of conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 in the manner prescribed is annexed tothis Report as Annexure E.
26. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197 (12) of the Companies Act 2013 readwith Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the name and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rule forms partof this report. However disclosure pertaining to remuneration and other details asrequired under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as AnnexureF.
In terms of Section 136 of the Companies Act 2013 the Report and Accounts are beingsent to the Members of the Company excluding information on employees' particulars whichis available for inspection by the Members at the Registered Office of the Company duringthe business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining such information may write tothe Company Secretary at the Registered Office of the Company.
27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Corporate Social Responsibility (CSR) Committee of the Company comprises of ShriShanti Prashad Jain Independent Director Shri Vivek Jain and Shri Deepak AsherNon-Independent Directors of the Company. The CSR Policy of the Company isdisclosed on the website of the Company which can be viewed athttp://www.gfl.co.in/pdf/CSR_Policy_Final_05112014. pdf The report on CSR activities asper Companies (Corporate Social Responsibility) Rules 2014 is annexed to this Report asAnnexure G.
28. SAFETY HEALTH AND ENVIRONMENT
Safety health and environment have been of prime concern to the Company and necessaryefforts were made in this direction in line with the safety health and environment policylaid down by the Company. The Company has achieved certification of ISO: 14001:2004(Environment Management System) ISO 18001:2007 (Occupational Health and Safety ManagementSystem) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and Dahej Unit.Health of employees is being regularly monitored and environment has been maintained asper statutory requirements.
The Company's property and assets have been adequately insured.
30. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedures to review key elements of risks viz Regulatory and LegalCompetition and Financial involved and measures taken to ensure that risk is controlled bymeans of a properly defined framework. In the Board's view there are no material riskswhich may threaten the existence of the Company. For further details please refer to theManagement Discussion and Analysis Report forming part of this Annual Report.
31. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
A Policy on Prevention Prohibition and Redressal of sexual harassment at work place inline with the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Your Company has formed an Internal ComplaintsCommittee (ICC) to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this Policy.
The following is the summary of sexual harassment complaints received and disposed ofduring the year 2015-16.
|Number of complaints received ||Nil |
|Number of complaints disposed of ||Not Applicable |
32. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and the date of this Report.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status and the Company's operations in future.
Your Directors express their gratitude to all other external agencies for theassistance co-operation and guidance received. Your
Directors place on record their deep sense of appreciation for the dedicated servicesrendered by the workforce of the Company.
| ||By order of the Board of Directors |
|Date : 11th August 2016 ||Devendra Kumar Jain |
|Place : Noida ||Chairman |
ANNEXURE A NOMINATION AND REMUNERATION POLICY
1. PREFACE a. The present Human Resource Policy of the Company considers humanresources as its invaluable assets and has its objective the payment of remuneration toall its employees appropriate to employees' role and responsibilities and the Company'sgoals based on the performance of each of its employees in the Company.
b. This Nomination and Remuneration Policy (NR Policy) has been formulated inter aliafor nomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement Personnel and other
Employees of Gujarat Fluorochemicals Limited (hereinafter referred to as the Company)in accordance with the requirements of the provisions of Section 178 of the Companies Act2013 and Listing Agreement.
2. OBJECTIVES OF THIS NR POLICY: a. To lay down criteria for identifying personswho are qualified to become Directors and who may be appointed in Senior Management of theCompany in accordance with the criteria laid down by NR Committee and recommend to theBoard their appointment and removal. b. To lay down criteria to carry out evaluation ofevery Director's performance. c. To formulate criteria for determining positive attributesand Independence of a Director; d. To determine the composition and level of remunerationincluding reward linked with the performance which is reasonable and sufficient toattract retain and motivate Directors KMP Senior Management Personnel & otheremployees to work towards the long term growth and success of the Company.
a. Board means the Board of Directors of the Company.
b. Directors means the Directors of the Company.
c. Committee means the Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time.
d. Company means Gujarat Fluorochemicals Limited.
e. Key Managerial Personnel (KMP) means
Managing Director; or Chief Executive Officer; or Manager and in their absence aWhole- time Director;
Company Secretary;Chief Financial Officer
f. Senior Management Personnel means the personnel of the Company who aremembers of its core management team excluding Board of Directors and KMPs comprising ofall members of management on level below the Executive Directors including the functionalheads.
g. Other employees means all the employees other than the Directors KMPs andthe Senior Management Personnel.
4. NR POLICY
NR Policy is divided into three parts as follows:
Criteria for identifying persons who are qualified to be appointed as a Directors / KMP/Senior Management Personnel of the Company:
Section 164 of the Companies Act 2013 states disqualifications for appointment of anyperson to become Director of any Company. Any person who in the opinion of the Board isnot disqualified to become a Director and in the opinion of the Board possesses theability integrity and relevant expertise and experience can be appointed as Director ofthe Company.
b. Independent Directors
For appointing any person as an Independent Director he/ she should possessqualifications as mentioned in Rule 5 of The Companies (Appointment and Qualification ofDirectors)Rules 2014.
c. Senior Management Personnel and KMP and Other Employees
The Company has an Organogram displaying positions of Senior Management including KMPand other positions with the minimum qualifications and experience requirements for eachpositions which commensurate with the size of its business and the nature and complexityof its operations. Any new recruit in the Company is to match the requirements prescribedin the Organogram of the Company.
a. Structure of Remuneration for the Managing Director Key Managerial Personnel andSenior Management Personnel
The Managing Director Key Managerial Personnel and Senior Management Personnel (otherthan Non-executive Directors) receive Basic Salary and other Perquisites. The Perquisitesinclude other allowances. The Managing Director is also eligible for payment of Commissionon net profits as permissible under Section 197 of the Companies Act 2013 and approved bythe Shareholders from time to time to be payable to the Managing Director of the Company .The total salary includes fixed and variable components.
The Company's policy is that the total fixed salary should be fair and reasonable aftertaking into account the following factors:
The scope of duties the role and nature of responsibilities
The level of skill knowledge and experience of individual
Core performance requirements and expectations of individuals
The Company's performance and strategy
Legal and industrial Obligations
The table below depicts the standard components of remuneration package
| ||Fixed Component || |
|Basic Salary ||Allowances ||Superannuation |
b. Structure of Remuneration for Non-executive Director
Non-executive Directors are remunerated to recognize responsibilities accountabilityand associated risks of Directors. The total remuneration of Non-executive Directors mayinclude all or any combination of following elements: i. Fees for attending meeting ofthe Board of Directors as permissible under Section 197 of the Companies Act 2013 readwith Rule 4 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 and decided at the Meeting of the Board of Directors. ii. Fees for attendingmeetings of Committees of the Board which remunerate Directors for additional work onBoard Committee as permissible under Section 197 of the Companies Act 2013 read with Rule4 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 anddecided at the Meeting of the Board of Directors. iii. Commission on net profits197 of theCompanies Act 2013 and decided by the Board from time to time to be payable to any of theNon -executive Director. iv. Non-Executive Directors are entitled to be paid all travelingand other expenses they incur for attending to the Company's affairs including attendingand returning from General Meetings of the Company or Meetings of the Board of Directorsor Committee of Directors.
Any increase in the maximum aggregate remuneration payable beyond permissible limitunder the Companies Act 2013 shall be subject to the approval of the Shareholders' at theAnnual General Meeting by special resolution and/or of the Central Government as may beapplicable.
c. Structure of Remuneration for Other Employees
The power to decide structure of remuneration for other employees has been delegated toHR Department of the Company.
a. Criteria for evaluating Non-executive Board members:
Section 149 of the Companies Act 2013 read with Schedule IV of the said Act statesthat the Independent Directors shall at its separate meeting review performance of non-independent directors and the Board as a whole and the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated.
b. Criteria for evaluating performance of Key Managerial
Personnel and Senior Management Personnel
Criteria for evaluating performance of KMP and Senior Management Personnel shall be asper the HR Guideline on Performance Management System and Development Plan of the Company.
c. Criteria for evaluating performance of Other Employees
The power to decide criteria for evaluating performance of
Other Employees has been delegated to HR Department of the Company.
5. COMMUNICATION OF THIS POLICY
For all Directors a copy of this Policy shall be handed over within one month from thedate of approval by the Board. This Policy shall also be posted on the web-site of theCompany and in the Annual Report of the Company.
Any change in the Policy shall on recommendation of NR Committee be approved by theBoard of Directors of the Company. The Board of Directors shall have the right to withdrawand / or amend any part of this Policy or the entire Policy at any time as it deems fitor from time to time and the decision of the Board in this respect shall be final andbinding.
ANNEXURE B AOC 1
Statement containing salient features of the financial statement of Subsidiaries /Associate companies/ Joint venture
PART A SUBSIDIARIES
| || || || || || || || || || || || || || || || || || || || ||Rs. in Lakh) |
| || |
NAME OF SUBSIDIARIES
| ||Inox Leisure Limited ||Inox Wind Limited ||Inox Renewables Limited ||Inox Renewables (Jaisalmer) Limited ||Inox Wind Infrastructure Services Limited ||Marut-Shakti Energy India Limited || |
Sarayu Wind Power (Tallimadugula) Private Limited
Sarayu Wind Power (Kondapuram) Private Limited
Satviki Energy Private Limited
Vinirrmaa Energy Generation Private Limited
|Inox Infrastructure Limited ||Gujarat Fluorochemicals Americas LLC ||Gujarat Fluorochemicals Singapore Pte Limited ||GFL GM Fluorspar (SA) ||Gujarat Fluorochemicals GmbH ||Shouri Properties Private Limited |
| ||Joint || || || || || || || || || || || || || || || |
|Date on which the Associate or Venture was associated or acquired ||09/11/1999 ||09/04/2009 ||11/11/2010 ||24/07/2012 ||11/05/2012 ||13/09/2013 || |
|27/02/2007 ||02/09/2009 ||25/07/2011 ||15/08/2011 ||19/08/2013 ||24/11/2014 |
|Reporting period if different from the holding Company || || || || || || || || || || || || || || || || |
|Reporting currency and exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries || || || || || || || || || || || ||USD @Rs. 66.25 ||USD @Rs. 66.25 ||MAD @Rs.. 6.8563 ||EURO @Rs.. 75.39 || |
|Share Capital ||9616.28 ||22191.82 ||337.50 ||10605.00 ||5.00 ||61.11 || |
|5000.00 ||1012.28 ||1469.64 ||1349.96 ||21.82 ||141.00 |
|Reserves and Surplus ||49494.05 ||169633.79 ||49291.11 ||2459.04 ||(7436.93) ||(350.70) || |
|401.45 ||(57.98) ||303.04 ||(1143.72) ||245.90 ||(71.45) |
|Total Assets ||102688.99 ||443356.97 ||154576.81 ||37077.67 ||90870.13 ||2085.11 || |
|5410.83 ||5198.33 ||1776.72 ||5140.32 ||6245.53 ||200.40 |
|Total Liabilities ||43578.67 ||251531.36 ||104948.20 ||24013.62 ||98302.06 ||2374.70 || |
|9.38 ||4244.03 ||4.03 ||4934.08 ||5977.81 ||130.84 |
|Investments ||1759.03 ||56226.67 ||10605.00 ||- ||1756.13 ||- || |
|5398.17 ||- ||991.54 ||- ||- ||- |
|Turnover ||133268.58 ||387976.31 ||11595.26 ||5177.93 ||59166.81 ||1784.11 || |
|- ||8209.25 ||20.83 ||- ||11794.93 ||354.69 |
|Profit/(Loss) before taxation ||8472.48 ||66919.18 ||(3097.68) ||354.58 ||(4138.27) ||(345.68) || |
|(26.97) ||(319.12) ||10.67 ||(116.77) ||308.45 ||(14.51) |
|Provision for taxation ||708.04 ||18790.08 ||(450.33) ||132.87 ||(1235.61) ||(0.55) || |
|(0.04) ||- ||4.22 ||- ||104.13 ||- |
|Profit/(Loss) after taxation ||7764.46 ||48129.10 ||(2647.35) ||221.71 ||(2902.66) ||(345.13) || |
|(26.93) ||(319.12) ||6.46 ||(116.77) ||204.32 ||(14.51) |
|Proposed Dividend ||Nil ||Nil ||Nil ||Nil 100.00 by Inox ||Nil 100.00 by Inox ||100.00 Inox Nil by Wind || |
100.00 Inox Nil by Wind
100.00 Inox Nil by Wind
100.00 Inox Nil by Wind
100.00 Inox Nil by Wind
|Nil ||Nil ||Nil ||Nil 74.00 held by ||Nil ||Nil 99.29 by Inox Leisure |
|% of Shareholding ||48.09 ||63.09 ||99.98 ||R the n the w a b l the s Limited ||Wind Limited ||Infrastructure S er vices Limited || |
I n f r a s t r u c t u re Services Limited
I n f r a s t r u c t u r e Services Limited
Infrastruc ture Services Limited
Infrastructure Services Limited
|100.00 ||100.00 ||100.00 ||GFL Singapore Pte. Limited ||100.00 ||Limited |
Name of subsidiaries which are yet to commence operations:
1) GFL GM Fluorspar (SA) 2) Names of subsidiaries which have been liquidated or soldduring the year: Nil
|PART B ASSOCIATES AND JOINT VENTURES || || |
|Statement related to Associate Companies and Joint Ventures || || |
| || ||(Rs. in Lakh) |
|Particulars ||Xuancheng HengYuan Chemical Technology Company Limited ||Swarnim Gujarat Fluorspar Private Limited |
|1 Latest Audited Balance Sheet date ||31st December 2015 ||31st March 2016 |
|2 Date on which the associate or joint Venture was associated or acquired ||31st December 2008 ||19th June 2012 |
|3 Shares of Associates/Joint Ventures held by the Company on the year end Number ||- ||1082500 |
|Amount of investment in Associates/ Joint Venture ||1263.89 ||108.25 |
|Extended holding % ||33.77 ||49.93* |
|4 Description of how there is significant influence || || |
|5 Reason why the associate/joint venture is not consolidated ||Not Applicable ||Not Applicable |
|6 Net worth attributable to Shareholding as per latest balance sheet ||365.56 ||95.54 |
|7 Profit/Loss for the year || || |
|considered in consolidation ||(455.38) ||(2.20) |
|Not considered in consolidation || || |
*As per JV agreement GFL to hold 25% of the total equity capital of SGFPL. In view ofthe fact that GMDC yet to contribute its equity participation by way of its assets valuewhich is under review GFL equity contribution has gone up temporarily due to theirsubscribing to the additional equity in SGFPL.
Name of associates or joint ventures which are yet to commence operations: SwarnimGujarat Fluorspar Private Limited
Names of associates or joint ventures which have been liquidated or sold during theyear: Nil
CONTRIBUTION OF EACH OF THE SUBSIDIARIES TO THE OVERALL PERFORMANCE OF THE COMPANY
| ||Inox Leisure Limited ||Inox Wind Limited ||Inox Renewables Limited ||Inox Renewables (Jaisalmer) Limited ||Inox Wind Infrastructure Services Limited ||Marut-Shakti Energy India Limited ||Sarayu Wind Power (Tallimadugula) Private Limited ||Sarayu Wind Power (Kondapuram) Private Limited ||Satviki Energy Private Limited ||Vinirrmaa Energy Generation Private Limited ||Inox Infrastructure Limited ||Gujarat Fluorochemicals Americas LLC ||Gujarat Fluorochemicals Singapore Pte Limited ||GFL GM Fluorspar (SA) ||Gujarat Fluorochemicals GmbH ||Shouri Properties Private Limited |
|Date on which the Associate or Joint Venture was associated or acquired ||09/11/1999 ||09/04/2009 ||11/11/2010 ||24/07/2012 ||11/05/2012 ||13/09/2013 ||09/12/2015 ||25/03/2016 ||19/11/2015 ||23/01/2016 ||27/02/2007 ||02/09/2009 ||25/07/2011 ||15/08/2011 ||19/08/2013 ||24/11/2014 |
|Total Revenue contribution (%) ||18.36 ||52.09 ||1.67 ||0.71 ||7.06 ||0.15 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||1.13 ||0.00 ||0.00 ||1.59 ||0.00 |
|EBIDTA contribution (%) ||13.81 ||47.32 ||7.92 ||4.06 ||0.86 ||(0.06) ||0.01 ||0.00 ||(0.01) ||0.00 ||(0.03) ||(0.27) ||0.04 ||(0.04) ||0.30 ||(0.01) |
|Net Profit Contribution (%) ||9.98 ||77.63 ||(7.38) ||0.56 ||(4.68) ||(0.56) ||(0.01) ||0.00 ||0.00 ||0.00 ||(0.07) ||(1.11) ||0.09 ||(0.30) ||0.59 ||(0.04) |
|Gross Block contribution (%) ||17.88 ||5.88 ||23.67 ||6.10 ||2.88 ||0.02 ||0.00 ||0.00 ||0.00 ||0.00 ||0.00 ||0.29 ||0.00 ||0.21 ||0.00 ||0.00 |
|Net Worth contribution (%) ||10.81 ||35.07 ||9.07 ||2.39 ||(1.36) ||(0.05) ||(0.01) ||0.00 ||0.01 ||0.00 ||0.99 ||0.17 ||0.32 ||0.04 ||0.05 ||0.01 |
Contribution of the Joint Ventures & Associates to the overall performance of theCompany
| ||Xuancheng HengYuan Chemical Technology Company Limited ||Swarnim Gujarat Fluorspar Private Limited |
|Date on which the Associate or Joint Venture was associated or acquired ||31st December 2008 ||19th June 2012 |
|Total Revenue contribution (%) ||0.63 ||0.00 |
|EBIDTA contribution (%) ||(0.01) ||0.00 |
|Net Profit Contribution (%) ||(1.14) ||(0.01) |
|Gross Block contribution (%) ||0.18 ||0.00 |
|Net Worth contribution (%) ||0.07 ||0.02 |
ANNEXURE C MR-3
SECRETARIAL AUDIT REPORT
for the Financial Year ended March 31 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
GUJARAT FLUOROCHEMICALS LIMITED
Survey No 16/3 26-27 Ranjitnagar
Ghoghamba Tal Panchmahal-389380. Gujarat.
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by GUJARAT FLUOROCHEMICALSLIMITED (hereinafter referred to as the company'). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's Books Papers Minute maintained by BooksForms and Returns filed the company and also the information provided by the company itsofficers agents and authorized representatives during the conduct of Secretarial Auditwe hereby report that in our opinion the company has during the audit period coveringthe Financial Year ended on March 31 2016 ("Audit Period") complied with thestatutory provisions listed hereunder and also that the company has proper Board-Processesand Compliance-Mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
We have examined the Books Papers Minute Books Forms and Returns filed the FinancialYear ended on 31st March 2016 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules madethereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992/ 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulation 1993 regarding the Companies Act and dealing with client.
(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014; We further report that there were no actions / events in pursuance ofthe following regulations requiring compliance thereof by the company during the period ofthis report:-
(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(b) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;
(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
vi.and otherrecordsmaintained by theCompany for Other sector specific laws asfollows:-
(a) Ozone Depleting Substances (Regulation) Rules 2000;
(b) The Indian Boilers Act 1923 (Amended 1960);
(c) The Chemical Accidents (Emergency Planning Preparedness and Response) Rules 1996.
We have also examined compliance with the applicable clauses / regulations of thefollowing:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India;
(ii) The Listing Agreement entered into by the Company with BSE Limited and NationalStock Exchange of India Limited and / or Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015;
During the audit period the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc. mentioned above.
We further report that the Board of directors of the company is duly constituted withproper balance of executive directors non-executive directors and independent directors.The changes in the composition of the Board of Directors that took place during the auditperiod were carried out in compliance with the provisions of the Act.
Adequate notice is given to all the Directors to schedule the Board
Meetings Agenda and detailed notes on Agenda were sent at least seven days in advanceand a system exists for seeking and obtaining further information and clarification on theAgenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith all the applicable laws rules regulations and guidelines.
We further report that during the audit period there were no specific instances inpursuance of the above referred laws rules regulations guidelines etc. having a majorbearing on the Company's affairs.
| ||S. Samdani |
| ||Partner |
| ||Samdani Shah & Asso. |
| ||Company Secretaries |
|May 20 2016 ||FCS No. 3677 |
|Vadodara. ||CP No. 2863 |
Information as required under Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014
(A) CONSERVATION OF ENERGY
i. The steps taken or impact on conservation of energy
R22 Crude Gas Compressor motor size reduced from 132 Kw to 75 Kw resulting insaving of 14 Kw per hour.
In Coal Based Boiler both FD and ID fans are installed with VFDs to achievesaving of 300 kw/day (15% of total fan power)
Condensate recovery increased to maximum possible extent. A total 5% condensaterecovery increased.
TFE-2 Utilites: To meet ETFEE plant's (-15)/ (-35) 0C system demand byoperations of 1 no (-35) 0C & 1 no (-15) 0C chillers. Further to same to serve thepurpose of (-15)/ (-35) 0C through operations of only one Compressor pertains to (-15) 0C.(Power Savings - HT - 6600 Volts).
Integration of TFE-1 Utilities main header of (-15) 0C brine supply with VentRecovery Plant with desired piping modification & permanent stoppage of separate brinesupply pump to VR to serve the purpose of (-15) 0C brine application.
HVAC - Integration work of S&A PT-PTFE and FKM. Area:FKM/PT-PTFE Utilities.
Operation of 5th reactor pertains to D-PTFE on existing chilling system byintegration of chilling circuit at D-PTFE utilities. Area: D-PTFE Utilities.
Reduction in AMC Charges of HVAC system. Area: D-PTFE Utilities.
In AHF/HCFC Utilities AHF/HCFC refrigeration systems discontinued the AMC withM/s Frick India Ltd.
Optimization of lighting circuit in TFE-2 Utilities as per illumination studyconducted by third party & to implement the same through execution of desiredmodifications.
TFE-1: Install improved set of Burners # Savings = 2 MMBTU/MT NG (Furnace-1)Area: TFE-1 Plant.
STG-1 Condensing Turbine # Steam Consumption
Optimization. Previous = 4.28 Tonnes/MW New = 4.10 Tonnes/MW (Steam Cost = Rs. 750 perTonne). Norm's reduction by 0.18 Tonnes/MW. Area: CPP.
Optimization of Coal consumption for Boiler # 1 through chemical de-scaling ofBoiler's pressure parts thoroughly.
Reduction in % Steam Losses: Steam supply from CPP Vs Consumption End (Fromprevious 7% to new 3%). Area:
CPP: Reduction in O&M Charges of M/s Fugitech. Area: CPP.
RW Savings: Use of treated effluent in place of raw water for dust suppressionat coal yard (Estimated Savings = 100 KLD on account of Raw Water). Area: CPP Utilities.
RW Saving : To increase the DI-3 water treatment plant's operation from currentlevel of 5-10% to more than 50% of the total DI water requirement at Polymer Complex.
(Estimated Savings = 300 KLD on account of Raw Water).
Area: DI Plants Utilities.
Reduction in consumption of DI water filters of various sizes. Viz: 520long 5 30long 1.25 0.25 due to consistency in DI water quality atgeneration end & increase in o/p of DI-3 water treatment plant. Area: Polymer Complex.
CU: Optimization of pumping energy for gaseous N2 generation plant. Area: CommonUtilities.
Stoppage of drinking water supply from outside agency & utilization ofin-house infrastructure to serve the purpose satisfactorily. Area: Complex.
ETP: Reduction in O&M Charges of ETP/STP (Conversion of O&M contract toManpower Supply. Area: ETP Ops.
Integration of A&H New CaCl2 & CO2 Process water supply with main plantprocess water Header with desired piping modification thereof. Area: Common Utilities.
(-35) 0C Primary Brine P-805 A/B/C # VFD installation & commissioning. Area:TFE-1 Utilities.
(-15) 0C Secondary Brine P-804 A/B/C # VFD installation & commissioning.Area: TFE-1 Utilities.
Chilled water circulation pump P-5106 A/B # VFD installation &commissioning. Area: TFE-1 Utilities.
DI Water pumps P-911 A/B/C # VFD installation & commissioning. Area: DIPlants Utilities.
Lighting energy optimization. Area: DI Plants Utilities.
Optimization of water consumption at S&A Cooling Tower.
Area: FKM Utilities.
Optimization of water consumption at D-PTFE Cooling Tower. Area: D-PTFEUtilities.
Reduction of daily LIN consumption by @ 500 Nm3/day. Area: Polymer Utilities.
STG-4 Vacuum improvement by condenser's tubes de-scaling (Loss Preventionproject). Area: CPP Savings Achieved = TBE
CST Pump's head reduction from 80 m to 60 m. Area: CPP.
Use of vacuum pump's outlet water for CT make up - CA
Flaker plant. Area: CA Utilities.
ii. The steps taken by the Company for utilising alternate sources of energy:
Ranjitnagar unit: Not Applicable
Dahej unit: Not Applicable
iii. Capital Investment on energy conservation equipment's:
Ranjitnagar Unit: Nil Dahej Unit: Nil
(B) TECHNOLOGY ABSORPTION
Efforts in brief made towards technology absorption adaptation and innovation.
The Company has dedicated professionals working on ongoing development for improvementin process product quality Energy and Emission control and enhancing process of safety.
Dahej Unit: CHEMICAL ? Granulator Plant was commissioned with Technology fromChina. The plant design capacity is 120 TPD. CaCl2 granules of 94-97% purity can beproduced for Domestic and Export Market. This plant is forward integration of 32% CaCl2slurry plant & in which 32 % concentrated slurry is getting converted in Granules. ?In CA plant conversion of existing finite gap membrane electrolyzers C & D to Zero Gapwas done with technology from M/s Bluestar China. This had resulted into a power saving ofabout 440 KWH/MT in both electrolyzers. Conversion of electrolyzer A & B is planned in2016-17. ? In CA plant Hydrogen compressor of 1000 NM3/hr capacity having pressure ratingof 50 Kg/cm2 commissioned for supplying hydrogen through pipe line to M/s Deepak Nitrite.
? GFL has fully absorbed the technology of FKM in the business of fluoro elastomers.This is one excellent fluorocarbon based synthetic rubber. This has wide application inautomotive sector and for chemical industries. FKM has high chemical & fuel resistanceproperty. GFL has got global market approval for both CO-Polymer & Ter-polymer gradesFKM. GFL has made in-house production facility of raw gum & precompounds. ? GFL hasalso successfully absorbed the technology of ETFEE. This is in-house developed TFE basedFluorochemicals intermediate and converted to EDFA a value added Fluorochemicals for enduse in Agro Chemicals & Pharmaceuticals Industries.
? GFL has successfully commissioned TFE vent recovery plant. This plant has dualpurpose. It has improved the environment condition by not venting any of the off gases toatmosphere and also earning money by converting the vent gases to value added product. ?GFL has improved in the %yield of fluoro surfactant recovery from 60% to more than 75%.Operation team is still taking efforts to obtain the yield to more than 85%. ? Almost 16cost saving projects have been successfully implemented in the tune of cost saving of Rs.50 lacs per month from different ideas generated by the employees. ? GFL has jointlyworking with NCL Pune Ingenaro Mumbai Raschig Mumbai GE process Mumbai on account ofprocess consultancy for capacity improvement recovery efficiency and product qualityconsistency.
Future scope: ? GFL is almost on the verge of development in other Fluoropolymerlike PFA FEP Micro Powder & Bimodal PTFE dispersion & various Tetramers in thefield metals & fabrics impregnation Cable Insulation Wires &Cables etc.
(i) The benefits derived like product improvement cost reduction product developmentimport substitution (a) Improvement in operation efficiency (b) Cost reduction in alloperations (c) Product quality improvement and sustenance (d) People development bytraining awareness and interactions
(e) Clean environment
(ii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the Financial Year) - In the Financial Year 2011-12 the Company hadimported technology for its D-PTFE TFE- 2 and CMS- 2 plants and the same have beencommissioned.
(iv) The expenditure incurred on Research and Development
Ranjitnagar Unit: derived as a result Research and Development
(1) Specific Area in which R &D carried out:
Process Development work was carried out by R&D for various fluorospecialtymolecules such as ETFEE EDFAA Pyrazole PFP etc. during the year. result of the aboveR & D: (2) Benefits
The processes developed in the R&D was scaled up to commercial plant and severalTonne quantities of ETFEE EDFA and EDFAA were dispatched to prospective customers forvalidation of our product. Our products have been approved by the parties and we expect toget continuing orders from forthcoming financial year from these parties.
(3) Future Plan of Action:
The Company has identified Fluorospecialty key driver for Company's growth.Consequently plans are underway to augment the R&D capability in the coming months.
Product pipeline comprising of about 24 molecules has been identified for Processdevelopment in the R&D. Many of these molecules have been taken up for development inview of interest evinced by Multinational Innovator Companies with a commitment for longterm purchase of these molecules in commercial scale quantities.
Research and Development (1) Specific areas in which R&D carried out:
1. Development of dispersion PTFE grade for cost effective thin tubing application andthin wire application.
2. Development of direct polymerized low molecular weight PTFE for plastic and coatingadditive application.
3. Development of high molecular weight dispersion
PTFE grade for yarn and membrane application.
4. Development of peroxide cure terpolymer based grades of and high chemical resistanceapplication.
5. Development of aqueous PTFE grades with Bi-modal particle distribution of highdemanding coating and impregnation application.
6. Development of melt processable alkane polymer (PFA) dispersion grade for coatingand impregnation application.of the above R&D (2) Benefits
1. Product approval and business development at various global OEMs like chemicalcoating and automotive industries to cater their requirement.
2. Business development in new application area.
3. Customer satisfaction through better product and services as a part of the Company'spolicy to grow along with the company's valued customers.
4. Enhancement of product portfolio to offer basket of products to customers.
(3) Future plan of action:
1 Development Fluorinated ethylene propylene (FEP) dispersion for coating application.
2 Development of PFA moulding grades for lining and business as cable insulationapplication.
3 Development of Polyvinylidene fluoride polymer for cable & wire insulation andchemical resistance coating application.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|Foreign Exchange used ||Rs.32014.27 lakh |
|Foreign Exchange earned ||Rs.49101.94 lakh |
Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5 (1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
i. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer and Company Secretary during the Financial Year 2015-16 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the Financial Year 2015-16 and the comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company are as under:
|Name of Director / KMP for FY 2015-16 ( Rs. in Lakh) ||Remuneration of Director /KMP for FY 2015-16 (Rs. in Lakh) ||% increase in remuneration in the 2015-16 ||Ratio of Remuneration of each of Director to median remuneration of employees |
|1 Shri Devendra Kumar Jain Non-executive Director ||157.25 ||21 ||1 : 52.27 |
|2 Shri Pavan Jain* ||* ||* ||* |
|3 Shri Vivek Jain ||612.13 ||8 ||1 : 201.48 |
|4 Shri Shailendra Swarup* ||* ||* ||* |
|5 Shri Dinesh Kumar Sachdeva Whole-time Director ||24.52 ||0 ||1 : 7.46 |
|6 Shri Anand Bhusari Whole-Time Director ||115.57 ||0 ||1 : 38.41 |
|7 Shri Jitendra Singh Bedi Whole-time Director ||16.67 ||0 ||1 : 5.54 |
|8 Shri Om Prakash Lohia Independent Director** ||* ||* ||* |
|10 Dr S Rama Iyer Independent Director* ||* ||* ||* |
|11 Shri Deepak Asher Director and Group Head (Corporate Finance)* ||* ||* ||* |
|12 Shri Shanti Prashad Jain Independent Director* ||* ||* ||* |
|13 Shri Rajagopalan Doraiswami ||* ||* ||* |
|14 Ms Vanita Bhargava ||* ||* ||* |
|15 Shri Manoj Agrawal CFO ||46.85 ||9 ||1 : 14.76 |
|16 Shri Bhavin Desai Company Secretary ||13.07 ||0 ||1 : 4.05 |
*For this purpose sitting fees paid to Directors have not been considered asRemuneration.
** No sitting fees paid. ii. The Percentage of increase in the median remuneration ofemployees in the Financial Year:
Percentage of increase in the median remuneration of employees is 7% iii. The Number ofPermanent Employees on the rolls of the Company:
The number of permanent Employees on the rolls of the Company as on 31st March 2016was 1496. iv. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last Financial Year:
Average percentile of increase in salaries of employees is 9% v. Affirmation that theremuneration is as per the Remuneration Policy of the Company: It is confirmed that theremuneration is as per the Remuneration Policy of the Company.
Note: In terms of Section 136 of the Companies Act 2013 the Report and Accounts arebeing sent to the Members of the Company excluding information on employees' particularsas required under Rule 5 (2) and (3) of The Companies Appointment of Managerial Personneland Remuneration Rules 2014as amended which is available for inspection by the Membersat the Registered Office of the Company during the business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining such information may write to the Company Secretaryat the Registered Office of the Company.
Report on CSR Activities of the Company as per Companies (Corporate SocialResponsibility Policy) Rules 2014
|Sr. No. ||Particulars ||Compliance |
|1 ||A brief outline of 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 project or programmes ||CSR Policy adopted by the Company includes all the activities which are prescribed under Schedule VII of the Companies Act 2013. The CSR Policy of the Company can be viewed on website of the Company at http://www.gfl.co.in/pdf/CSR_ Policy_Final_05112014.pdf |
|2 ||The Composition of CSR Committee ||Shri Shanti Prashad Jain Chairman and Independent Director |
| || ||Shri Vivek Jain Non-Independent Director |
| || ||Shri Deepak Asher Non-Independent Director |
|3 ||Average net profitof the Company for last three Financial Years ||Rs. 26682.23 Lakh |
|4 ||Prescribed CSR Expenditure (2% of the amount as in item 3 above) ||Rs. 533.64 Lakh |
|5 ||Details of CSR spent during the Financial Year ||Rs. 117.00 Lakh |
| ||Total amount to be spent for the Financial Year ||Rs. 533.64 Lakh |
| ||Amount unspent if any Manner in which the amount spent during Financial Year is detailed below ||Rs. 416.64 Lakh |
|(1) ||(2) ||(3) ||(4) ||(5) ||(6) ||(7) ||(8) |
|Sr. No. ||CSR project or activity identified ||Sector in which the project is covered Schedule VII ||Projects or programmes (1) Local area or (2) Specify the State and District where projects or programmes were undertaken ||Amount outlay (budget project or programme wise) ||Amount spent on the projects or programs sub-heads (1) Direct expenditure on projects or programs (2) Overheads (Rs. in lacs) ||Cumulative expenditure upto the reporting period ||Amount spent Direct or through implementing agency |
|1 ||Health Care ||(i) ||Sponsoring upgradation programme of Lok Kalayan Samiti New Delhi for up gradation of equipment's for eye care and cataract surgeries to Sucheta Bhawan Hospital New Delhi ||61.76 ||61.76 ||61.76 ||Contribution to Inox Group CSR Trust |
|2 ||Health Care ||(i) ||Shrutakevali Education Trust Project for construction of General Hospital at Shravanabelagola Karnataka ||50.00 ||50.00 ||50.00 ||Contribution to Inox Group CSR Trust |
|3 ||Contribution || ||Expenditure on CSR build capacity through implementing agency ||5.24 117.00 ||5.24 117.00 ||5.24 117.00 ||Contribution to Inox Group CSR Trust |
|3 ||In case the Company has failed to spend the two percent of the average net profitof last three financial yearsor party thereof the company shall provide reasons for not spending the amount in its Board Report. ||The Company has unspent amount of Rs.416.64 Lakh. The Company is obtaining advisory services for identification of CSR Projects for its CSR activities and will spent the amount on identification of CSR Projects. |
|4 ||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. ||CSR Policy implementation is in compliance with the CSR objectives and Policy of the Company. |
To the Members of Gujarat Fluorochemicals Limited
We have examined the compliance of conditions of Corporate Governance by GujaratFluorochemicals Limited for the Financial Year ended on 31st March 2016 as stipulated inClause E of Schedule V of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations).
The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of the Corporate Governance.It is neither an audit nor an expression of opinion on the Financial Statements of theCompany.
In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the abovementioned Listing Regulations in all material respectexcept that (a) the Chairman of the Audit Committee had not attended the last AnnualGeneral Meeting of the Company for the reasons mentioned in paragraph 3(b) of theCorporate Governance Report prepared by the Company.
We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.
| ||For and on behalf of |
| ||Patankar & Associates |
| ||Chartered Accountants |
| ||Firm Registration No. 107628W |
| ||M.Y. Kulkarni |
|Date: 11th August 2016 ||Membership No. 35524 |
|Place: Pune ||Partner |