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Gujarat Narmada Valley Fertilizers & Chemicals Ltd.

BSE: 500670 Sector: Agri and agri inputs
NSE: GNFC ISIN Code: INE113A01013
BSE 00:00 | 07 Feb 520.05 -11.70
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OPEN 532.30
PREVIOUS CLOSE 531.75
VOLUME 70208
52-Week high 912.00
52-Week low 499.60
P/E 4.07
Mkt Cap.(Rs cr) 8,083
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Sell Price 0.00
Sell Qty 0.00
OPEN 532.30
CLOSE 531.75
VOLUME 70208
52-Week high 912.00
52-Week low 499.60
P/E 4.07
Mkt Cap.(Rs cr) 8,083
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gujarat Narmada Valley Fertilizers & Chemicals Ltd. (GNFC) - Director Report

Company director report

To

The Members

Your Directors have immense pleasure in presenting this 46th AnnualReport on the Company's business and operations together with Audited FinancialStatements (Standalone and Consolidated) for the Financial Year (FY) ended on 31st March2022.

FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS

During the year under review the Company achieved remarkableperformance on operational and financial fronts. The Company established total 110 newRecords during FY 2021-22 out of which 55 Records were established in Production and 55Records for Sale / Dispatch.

The Financial Highlights on Standalone basis are summarized below:

(Rs Crores)
Particulars Standalone
2021-22 2020-21
Income from operations 8642 5129
Other Income 209 237
Total Income 8851 5366
Total Expenditure 6258 4126
Profit before Depreciation Finance Cost and Tax 2593 1240
Depreciation 292 272
Finance Cost 3 20
Profit Before Tax 2298 948
Tax Expense 594 259
Net Profit for the year 1704 689
Re-measurement of Gain on defined employee benefit plans (Net of tax) 15 11
Transferred From Other comprehensive income - (61)
Balance brought forward from previous year 2481 1920
Amount available for Appropriation 4200 2559
Appropriations :
Dividend paid 125 78
Surplus carried to Balance Sheet 4075 2481

COMPANY'S PERFORMANCE OVERVIEW 1.0 Operational Performance:

The Company has achieved remarkable production performance during FY2021-22 in spite of annual shutdown of plants from 1st April 2021 to 25th April 2021. Dayto day plant operations were closely reviewed and plant operations were adjustedaccordingly to maximize profit.

During the year following plants achieved over 100% capacityutilization level. Ammonia (667312 MTs i.e. 149.79%) ASGP (382555 MTs i.e.103.51%) Urea (819024 MTs. i.e 128.60%) Methyl Formate (28445 MTs i.e. 124.76%)Formic Acid (20881 MTs i.e 208.81%) Acetic Acid (157058 MTs. i.e 157.06%) WeakNitric Acid-I (302002 MTs i.e 122.02%) Weak Nitric Acid-II (124098 MTs i.e.124.10%) Concentrated Nitric Acid-I (33435 MTs i.e. 101.32%) Concentrated NitricAcid-II (34450 MTs i.e. 104.39%) Concentrated Nitric Acid-III (53528 MTs i.e.107.06%) Aniline (39662 MTs. i.e. 113.32%) Nitrobenzene (61998 MTs i.e. 131.21%)TDI-I (18338 MTs i.e. 130.99%) Ethyl Acetate (65725 MTs i.e. 131.45%). During theyear strategic optimization of various plant operations had been done keeping in linewith prices of raw materials so as to achieve cost reduction in all aspects.

TDI-II Dahej achieved production of 34128 MTs with lower capacityutilization (68.26%) due to market constraints followed by increase in prices of rawmaterial disturbing the cost economics of TDI amid global geopolitical events. Technicalglitches were faced in plant during February to March 2022.

2.0 Financial Performance:

Your Directors are happy to share with you the highlights of AnnualFinancial Results (AFRs) achieved by your Company for the FY 2021-22 on Standalone basis.

FY 2021-22 has been the year of unprecedented revenue and profits wherethe Company has delivered ever highest annual Revenue and Profits in its history of 46years.

On YoY basis the operational revenue at Rs 8642/- crores and PBT atRs 2298/- crores of FY 2021-22 are 68% and 142% higher respectively than those ofcorresponding period of FY 2020-21.

The operational revenue at Rs 8642 crores is historical highest sincethe inception of the Company and marks 46% improvement over its previous highest everrevenue recorded in FY 2017-18. Similarly the PBT at Rs 2298 crores is also thehistorical highest and marks 98% improvement over its previous recorded PBT in FY 2017-18.

From FY 2021-22 the Company has opted to avail the benefit of newincome tax regime which allows the Company to pay tax at lower rate (i.e. 25.17% insteadof 34.94%). The effect of the same is given in FY 2021-22. However the tax expense for FY2020-21 was calculated at a higher rate under old tax regime.

SALES

1.0 Industrial Products:

The whole industry was severally affected by the second wave of COVD-19during April & May of the current Financial Year. We could get significant recovery inIndustrial Products sector in subsequent months. This was possible due to efficientproduct management constant team efforts and prudent decision making. This was reflectedin Company‘s turnover of top ten Industrial Products in current Financial Year whichis remarkably higher by 79% compared to FY 2020-21. The demand for Industrial Products haspicked up rapidly from June 2021 onward. The sales of our chemical products were betterin current Financial Year compared to that of year FY 2020-21. The aggregate sales ofindustrial products in FY 2021-22 is 83% higher compared to that in FY 2020-21.

GNFC's Industrial Products have better resonance because of theirapplications in different end use sectors. Even during such volatile times the demand forIndustrial Products has remained favorable. Prices for some of the products attainedhistorical highest level and have sustained at that level. On the other side the foremostchallenge for the Industrial Product sector is its dependence on import of key basicinputs like Natural Gas (NG). In recent times NG price have witnessed very unusual spurtin prices.

2.0 Fertilizer Business:

Your Company performed reasonably well in fertilizers business duringFY 2021-22. The Company achieved total sales of 6.64 Lakhs MTs of Urea which was a littlehigher than the previous year (i.e. 6.57 Lakhs MTs). Sales of Ammonium Nitro Phosphate(ANP) during FY 2021-22 was 1.20 Lakhs MTs as compared to 1.78 Lakhs MTs in FY 2020-21i.e. 33% lower. Decreased sales volume of ANP was mainly due to lesser availability forsale as well as diversion of resources for manufacturing Ammonium Nitrate Melt in thelarger interest of the country. The Company could increase retail sales of Urea & ANPby selling 84355 MTs (as against 42600 MTs of FY 2020-21) through Company's ownNarmada Khedut Sahay Kendras (NKSKs).

During the year Trading Activities were also continued in Muriate ofPotash (MoP) Di-Ammonium Phosphate (DAP) Ammonium Sulphate (AS) Single Super Phosphate(SSP) and City Compost. Total 16874 MTs of Fertilizers were sold as a part of tradingactivities as against 13393 MTs of previous year. Besides GNFC introduced non-bulks agriinputs during FY 2021-22 and registered a sales value of Rs 80.25 Lakhs through NKSKs.

3.0 (n)Code Solutions – IT Division:

During the FY 2021-22 under review the performance of (n)CodeSolutions - IT Division of the Company was also affected due to COVID-19 pandemicsituation. We have continuously run our DSC operations Procurement portal Softwareoperation support & data center operation throughout the period considering anessential services. This division has registered sales turnover of Rs 73 crores and Profitof Rs 24 crores across its all business segments.

(n)Code has enhanced their IT solutions & services usingstate-of-the art information technology solution like Mobility secure online access inthe areas like Digital Signature Certificate e-Procurement e-Auction and "Ease ofDoing Business" activities by extending software / Application development support.(n)Code has been supporting Government initiatives by extending Software / Applicationdevelopment and support Smart City / System Integration Data Centre Operations ProjectManagement Quality and Audit Consultancy etc.

In the current year (n)Code has developed & released new ILMS(Integrated Lease & Mining System) 2.0. Commissioner of Geology & Mining Gujarathas won platinum award in the innovative software category for Skoch award. ILMS 2.0 is acomplete integrated solution for mining industries.

(n)Code has also started good business opportunity in education domainspecifically for providing Online examination portal for academic as well as recruitmentactivity and conducted successful examinations even during COVID-19 pandemic situation.

(n)Code team has managed all the business & support activitiessuccessfully with full client satisfaction. (n)Code has now set a vision to spread itswings pan India to deliver convenience to businesses by using its suit of softwareproducts like e-Auction integrated Mining solution etc.

An analysis of Company's operational sales and financialperformance is presented under a separate section on "Management Discussion &Analysis" forming part of this report.

DIVIDEND:

Keeping in view the Company's performance for FY 2021-22 longterm growth strategy and to ensure that the shareholders get sustained return on theirinvestment your Directors have recommended a dividend of Rs 10/- per share (@100%) on155418783 equity shares of Rs 10/- each fully paid up subject to approval ofshareholders at the Annual General Meeting. On its approval the dividend payout will workout to Rs 155.42 crores. This amounts to 9.12% of the Net Profit of the Company.

APPROPRIATIONS:

Your Company has registered a Net Profit of Rs 1703.75 crores for FY2021-22. After adding thereto Rs 14.79 crores being the remeasurement gain on definedemployee benefit plans and adding thereto Rs 2481.19 crores being the balance ofStatement of Profit & Loss brought forward from previous year an amount of Rs4199.73 crores is available for appropriation. Out of this

Rs 124.34 crores is appropriated towards payment of dividend for FY2020-21. The balance amount of Rs 4075.39 crores is proposed to be carried to BalanceSheet.

FERTILIZER INDUSTRY – GOVERNMENT POLICY:

Department of Fertilizers (DOF) announced a revision in Nutrient BasedSubsidy (NBS) rates w.e.f. 20-05-2021 which remains applicable till 31-03-2022. As perNBS the subsidy stands at Rs 12822 per MT for ANP. However this was still not enoughowing to very high price of raw materials especially Rock Phosphate which is a majoringredient. Even with the highest outlay towards subsidy and a marginal increase in MRP ofANP the margins remain low or negative. FY 2021-22 witnessed lower availability ofphosphatic fertilizers due to non-viability on mandated MRPs. The Fertilizer industryremains vital to agriculture productivity but continues to operate under a rigid controlregime.

The Direct Benefit Transfer (DBT) scheme for fertilizers wasimplemented throughout the country from March 2018. Though the scheme is called DBTsubsidy continues to be routed through the industry. The scheme has changed the businessmodel for fertilizers companies as the subsidy now becomes due only on sales offertilizers by the retailers to the farmers through POS (Point of Sales) machines. Thishas delayed the cash inflow cycle for subsidy to Industry due to lag between productionand actual farmer purchases/consumption thereby impacting working capital.

As per the directives of Ministry of Coal GOI in Q-4 of FY 2021-22GNFC had to divert resources at their Nitrophosphate complex for manufacturing AmmoniumNitrate Melt (AN Melt) Weak Nitric Acid (WNA) and Concentrated Nitric Acid (CNA) bycompromising ANP production. GNFC has contributed to the larger benefit of country byproviding AN Melt for coal mines thereby avoiding shortage of coal.

ON-GOING PROJECTS / NEW PROJECTS/ REVAMP SCHEMES:

Your Company is continuously looking for the growth opportunities andhas initiated actions for implementation of various projects / Revamp Schemes as under:

1. Formic Acid Capacity Enhancement:

GNFC is implementing Formic Acid (FA) capacity enhancement Project toincrease the capacity by 20 MTPD (6800 MT per annum). The Project will be completed bySecond Quarter of FY 2022-23 and total capacity of FA would be 85 MTPD.

2. Concentrated Nitric Acid (CNA) – IV Plant:

With the increase in captive consumption of CNA for TDI market shareof the Company is reducing. Hence the Company is implementing CNA-IV Project with acapacity of 150 MTPD. The Project will be completed by First Quarter of FY 2023-24.

3. 04 MW Solar Power Plant Project:

To fulfil Renewable Purchase Obligation GNFC is implementing 04 (Four)MW Solar Power Project at Charanka Solar Park. Project will be completed by Fourth Quarterof FY 2022-23.

4. Ammonia Plant revamp:

At present Company is producing about 1950 MTPD Ammonia from bothfuel oil and natural gas route after installation of S-300 revamp. It is possible toincrease the Ammonia production capacity from 1950 MTPD to 2100 MTPD by installation ofAmmonia Make-up Gas Convertor Loop [AMUGL] in existing Ammonia Synthesis loop.

This will increase Ammonia production by 50000 MT per annum which willbe used for new Weak Nitric Acid and Ammonium Nitrate Plants. Actions have been initiatedfor implementation of this revamp.

5. Coal based Captive Co-generation Power Plant at Dahej:

Company has set up 100 MT/Hr. capacity gas based boiler at TDI –II Dahej Complex to meet captive steam requirement while power is being sourced fromDGVCL grid. There is large variation in gas prices.

In order to reduce cost of steam & power and to improvereliability Coal based Captive Co-Generation Power Plant (CCPP) having a capacity toproduce 18 MW Power & 150 MT/ Hr. steam is under active Considerations. Fresh bidsfrom the LSTK

bidders shall be invited and based on the viability of the projectdecision for the implementation of the 18 MW Power & 150 MT/ Hr. steam plant shall betaken.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sections 134(3)(c) read with 134(5) ofthe Companies Act 2013 your Directors confirm that–(i) in the preparation of AnnualAccounts for the Financial Year ended 31st March 2022 the applicable AccountingStandards had been followed along with proper explanation relating to material departuresif any; (ii) they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at end of the Financial Year on 31st March2022 and of the profit of the Company for that period; (iii) they had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities if any; (iv) they had preparedAnnual Accounts on a going concern basis; (v) they had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and (vi) they had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of Financial Yearof the Company to which the financial statements relate and the date of the Report.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company has Associate Company namely Gujarat Green Revolution Co.Ltd. (GGRCL). The Statements containing salient features of Financial Statements are givenin Form AOC-1 as Annexures to the Consolidated Financial Statements and the same have notbeen repeated here for the sake of brevity.

The Company had incorporated a Wholly Owned Subsidiary Company namelyGujarat (n)code Solutions Limited (GNSL) in the year 2017. As GNSL had not commenced itsbusiness operations it filed an application to the Registrar of Companies (RoC) forremoval of its name from the Register of Companies in terms of Section 248(1) of the Act.RoC vide order dated 25-09-2021 struck off the name of GNSL from Register of Companies andthe Company stands dissolved from even date.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129(3) of the Act read with Regulation 33 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 [SEBI (LODR)Regulations 2015] as amended the Company has prepared Consolidated Financial Statementsin respect of Associate Company viz. Gujarat Green Revolution Co. Ltd. for the FY 2021-22and forms part of this Annual Report. As per the Indian Accounting Standards (Ind AS) theAccounts of the Joint Venture Company viz. EcoPhos GNFC Pvt. Ltd. (EGIL) are not requiredto be consolidated. Further the wholly owned Subsidiary Company namely Gujarat (n)codeSolutions Limited (GNSL) has been struck off from the Register of Companies w.e.f.25-09-2021. Therefore the same are not included in the Consolidated Financial Statements.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not made any investment in other bodies corporate orgiven any Loan or Guarantee or provided any Security in connection with loan to any otherbody corporate or person during the FY 2021-22.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTY:

The Policy for Related Party Transactions (RPTs) deals with review andapproval of RPTs and the same is available on the Company's website at web linkhttps://www.gnfc.in/wp-content/uploads/2021/04/Related-Party-Transactions-Policy.pdf. TheAudit Committee has granted Omnibus approval for RPTs which are routine and repetitive innature based on the criteria approved by the Board of Directors within the overallframework of the said Policy. All RPTs under the Omnibus approval are placed before theAudit Committee periodically for its review and approval.

The Company has not entered into any contract or arrangement withrelated parties as referred to in Section 188(1) of the Act during the FY 2021-22. Hencethe disclosure of RPTs in Form AOC-2 as required under Section 134(3)(h) of the Act is notapplicable to your Company. Details of Related Party as per Ind AS-24 are given in NoteNo. 37 to the Standalone Financial Statements.

Requisite details on RPTs have also been furnished in the ‘Reporton Corporate Governance' forming part of this Report.

MEETINGS OF THE BOARD AND COMMITTEES THEREOF: (i) Board Meeting:

Five (5) Meetings of the Board of Directors were held during the year.

(ii) Committees of the Board:

Presently there are seven Committees of the Board as follows:

1. Audit Committee;
2. Stakeholders' Relationship Committee;
3. Nomination and Remuneration Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee;
6. Project Committee; and;
7. Human Resource Development Committee.

Details of composition of the Board and its Committees which aremandatorily required to be constituted major Terms of Reference of these CommitteesMeetings held during the year and attendance of Directors at such Meetings are furnishedin the ‘Report on Corporate Governance' forming part of this Report.

All the recommendations made by the Audit Committee were accepted bythe Board.

REMUNERATION POLICY FOR DIRECTORS / KEY MANAGERIAL PERSONNEL / SENIORMANAGEMENT AND OTHER EMPLOYEES:

The Company has formulated a Nomination Remuneration & EvaluationPolicy as required under Section 178 of the Act and SEBI (LODR) Regulations 2015 and thesame is available on the Company's website at web linkhttps://www.gnfc.in/wp-content/uploads/2021/04/GNFC-NRC-Policy_11815.pdf. The details ofremuneration paid to Directors / Key Managerial Personnel / Senior Management and otheremployees are furnished in the Report on Corporate Governance forming part of thisReport.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:

The Company has carried out annual performance evaluation of the Boardits Committees and Individual Directors in line with the provisions of the Act and SEBI(LODR) Regulations 2015 as amended from time to time.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Chairman of theCompany:

Shri Pankaj Kumar IAS Chief Secretary to Government of Gujarat (GoG)was nominated by GoG as Government Nominee Director on the Board vice Shri Anil Mukim IAS(Retd). Shri Pankaj Kumar IAS has been appointed as Nominee Director and Chairman of theCompany w.e.f. 07-09-2021.

Retirement of Director(s) by Rotation:

In terms of Section 152 of the Act Smt. Mamta Verma IAS will retireby rotation at this AGM and is proposed to be re-appointed thereat.

Declaration by Independent Directors:

In terms of Section 149(7) of the Act and SEBI (LODR) Regulations2015 the Company has received necessary declarations from all Independent Directors tothe effect that they meet with the criteria of independence as laid down in Section 149(6)of the Act and Regulation 16(1) (b) of SEBI (LODR) Regulations 2015 as amended for FY2022-23.

Change in Directorate:

The information relating to change in Directorate during the year isfurnished in the ‘Report on Corporate Governance' forming part of this Report.

Your Directors place on record their deep sense of appreciation for thevaluable services rendered by the outgoing Director(s) and take this opportunity towelcome the incoming Director(s).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Act read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') asamended all unpaid or unclaimed dividends which were required to be transferred by theCompany to the IEPF were transferred to IEPF Authority. The Company has also transferred294484 shares held by 4557 Shareholders in respect of which dividend amount remainedunpaid / unclaimed for a consecutive period of seven years or more to IEPF Authoritywithin stipulated time.

The details of unpaid / unclaimed dividend and the shares transferredto IEPF Authority are available on the Company's website at web link –https://www.gnfc.in/about-us/share-holders/information-regarding-transfer-of-shares-to-iepf-authority/#1616487600815-c8355071-e6c5

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Requisite details have been furnished in "Report on CorporateGovernance" forming part of this Report.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company has in place a Risk Management Policy. Under this Policyvarious risks pertaining to Operations & Maintenance of Plants financial and otherorganizational risks are assessed evaluated and continuously monitored for takingeffective steps for its mitigation.

In compliance with Regulation 21 of SEBI (LODR) (Amendment)Regulations 2018 the Board of Directors has constituted a Risk Management Committee(RMC) defining its Terms of Reference (ToR) in its Meeting held on 11th February 2019.The details as to the constitution of RMC and its major ToR included in the "Reporton Corporate Governance" are forming part of this Report. The Risk Management Reportinter-alia containing major anxiety areas of risks and action plan for its mitigation andnoteworthy risk management activities carried out by the Company is put-up before theMeetings of the Audit Committee RMC and the Board of Directors for its review.

The Company has adequate internal controls commensurate with the natureof business size and complexity of its operations. Details of internal control system andits adequacy are furnished in "Management Discussion & Analysis Report"forming part of this Report.

ANNUAL RETURN:

The Draft Annual Return of the Company as on March 31 2022 isavailable on the Company's Website and can be accessed at Weblink :https://www.gnfc.in/form-mgt-7-annual-return/. The Annual Return of FY 2020-21 inprescribed Form No. MGT-7 as required under Section 92(1) of the Companies Act 2013 readwith Rule 11 of the Companies (Management and Administration) Rules 2014 is placed on theCompany's Website at weblink: https://www.gnfc.in/form-mgt-7-annual-return/. The samewas filed with the Registrar of Companies Gujarat (ROC) on Ministry of Corporate Affairs(MCA) portal within prescribed time limit.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the requirements of Section 135 of the Act readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 the Company hasconstituted a Corporate Social Responsibility Committee and formulated a CSR Policy. As aresponsible corporate the Company has been undertaking societal activities directly aswell as through its CSR arm –Narmadanagar Rural Development Society (NARDES) in themajor areas which are covered in CSR Policy and Schedule-VII to the Act.

Company's CSR Policy is available on the website of the Company atweb link https://www.gnfc.in/wp-content/uploads/2021/ 04/CSR-Policy-Revised_17-05-2021.PDF

As per the provisions of Section 135 of the Companies Act 2013 (theAct) the statutory amount (i.e. 2% of the average net profits of the last three FinancialYears) that was required to be spent by the Company for various CSR Activities during theFY 2021-22 was Rs 14.40 crores. The Company had actually spent Rs 10.15 crores towardsvarious CSR Activities during the FY 2021-22. During the current FY 2021-22 an amount ofRs 4.25 crores (being excess spending of previous FY) was available for set off inpursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014.

Pursuant to Rule 12 of Companies (Accounts) Rules 2014 the Companyhas filed statutory Form CSR-2 for FY 2020-21 on 24-03-2022.

Annual Report on CSR activities as required under Rule 9 of theCompanies (Accounts) Rules 2014 read with Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is enclosed as Annexure - A to this Report.

VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY:

The Company has formulated a "Vigil Mechanism-cum-Whistle BlowerPolicy" for its Directors and Employees to report their genuine concerns details ofwhich have been furnished in the "Report on Corporate Governance" forming partof this Report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant or material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of the Company and its operationsin future.

MANAGEMENT DISCUSSION & ANALYSIS AND REPORT ON CORPORATEGOVERNANCE:

"Management Discussion & Analysis" on the business andoperations of the Company and the Report on Corporate Governance together with thefollowings are attached herewith and form part of this Annual Report.

• Declaration by Managing Director regarding compliance of theCompany's Code of Conduct by the Board Members and Senior Management Personnel.

• Certificate by Practicing Company Secretary certifying:

(i) compliance of the conditions of Corporate Governance by theCompany; and

(ii) that none of the Directors of the Company have been debarred ordisqualified from being appointed or continuing as Directors of Companies by theSecurities and Exchange Board of India / Ministry of Corporate Affairs or any suchStatutory Authority.

BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report (BRSR) is based onEnvironment Social and Governance (ESG) norms and Sustainable Development Goals. YourCompany has strived to actualize the principles of responsible business conduct in letterand spirit and is conducting its Business in a manner that creates shared values for allStakeholders whilst aiming to achieve the best targets on ESG fronts.

SEBI vide Circular dated 10th May 2021 has prescribed that reportingunder BRSR is voluntarily for FY 2021-22 and mandatory from FY 2022-23. Your Company hasadopted a report under the old reporting guidelines. The report is appended as Annexure– B.

INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 requisite information on conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo is furnished in the enclosedAnnexure - C to this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

There were 2401 permanent employees of the Company as of 31st March2022. The disclosures with respect to the remuneration of Directors and employees asrequired under Section 197 of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (‘Rules')have been appended as Annexure - D to this Report. Details of employee remuneration asrequired under provisions of Section 197 of the Companies Act 2013 and Rule 5(2) and 5(3)of the Rules are available to any shareholder for inspection on request. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretarywhere upon a copy would be sent through email only.

AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 and other applicableprovisions of the Act and relevant Rules made there under the Members of the Company hadat their 45th AGM held on 23rd September 2021 appointed M/s Suresh Surana &Associates LLP Mumbai Chartered Accountants a Member firm of RSM International asStatutory Auditors of the Company for a term of Five (5) consecutive years until theconclusion of the forthcoming 50th AGM to be held in the year 2026 on such remunerationas may be determined by the Board of Directors based on the recommendation of the AuditCommittee plus certification fees applicable taxes and reasonable out of pocket expensesactually incurred by them during the course of Audit.

Notes to Financial Statements (Standalone and Consolidated) formingpart of Audited Financial Statements for FY 2021-22 are self- explanatory and need nofurther explanation. The Auditors' Reports on Audited Financial Statements(Standalone and Consolidated) does not contain any Modified Opinions.

COST AUDITOR:

The Board of Directors in its Meeting held on 9th May 2022 based onthe recommendations of Audit Committee has appointed M/s R K Patel & Company CostAccountants Vadodara as the Cost Auditor of the Company for the FY 2022-23 at aremuneration of Rs 100000/- per annum plus out of pocket expenses and statutory levies.

In accordance with Section 148 of the Companies Act 2013 read withRule 14 of the Companies (Audit & Auditors) Rules 2014 the remuneration of Rs100000/- per annum payable to Cost Auditors for the FY 2022-23 is subject toratification by the Shareholders at this AGM. Therefore a suitable Resolution in thisregard has been proposed in the Notice of this AGM for your

The Company had e-filed the Cost Audit Report for the FY 2020-21 withthe Ministry of Corporate Affairs (Cost Audit Branch) on 9th September 2021. The due dateof filing the said Report was 27th September 2021.

SECRETARIAL AUDITOR:

In pursuance of Section 204 of the Act and the Rules made thereunderthe Board of Directors in its Meeting held on 04-02-2021 appointed CS Shalin PatelPracticing Company Secretary Vadodara as Secretarial Auditor for three years from FY2020-21 to FY 2022-23. The Secretarial Audit Report in Form MR-3 in respect of SecretarialAudit work carried out by him for FY 2021-22 is enclosed at Annexure – E to thisReport. The said Report does not contain any qualification reservation or adverse remark.

DIVIDEND DISTRIBUTION POLICY:

As per Regulation 43A of SEBI (LODR) Regulations 2015 DividendDistribution Policy of the Company inter-alia set-out the various parameters andcircumstances that are to be taken into account while determining the distribution ofdividend to the Shareholders and / or retaining profits by the Company. The said Policy isenclosed at Annexure – F to this Report and the same is also available on theCompany's website at web linkhttps://www.gnfc.in/wp-content/uploads/2021/04/Dividend- Distribution-Policy.pdf

DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India and approved by the CentralGovernment.

DETAILS OF FRAUDS IF ANY REPORTED BY THE AUDITORS:

During the year there was no fraud to be reported by Auditors underSection 143(12) of the Act.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposit during the year.

INSURANCE:

The properties insurable assets and interest of the Company such asBuildings Plants & Machineries and Stocks amongst others are adequately insured. Asrequired under Public Liability Insurance Act 1991 the Company has also taken necessaryinsurance cover.

INDUSTRIAL RELATIONS:

The Industrial Relations within the Company remained cordial andharmonious throughout the year. It has helped the Company to achieve satisfactoryperformance on Operational and Financial fronts and in achieving targets.

Your Directors put on record their sincere appreciation for thededicated and committed contributions made by all employees at all levels for thesustainable growth of the Company.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their deep sense ofgratitude for the kind support and guidance received from Government of India andGovernment of Gujarat. Your Directors also take this opportunity of extending theirwholehearted thanks to all our Consumers Dealers Customers Banks Business AssociatesSEBI NSDL CDSL Stock Exchanges and other Agencies for their continued support andco-operation and valued Investors for strengthening their bond with the Company.

For and on behalf of the Board of Directors
Place : Gandhinagar Shri Pankaj Kumar IAS
Date : 19th August 2022 Chairman

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