TO THE MEMBERS
Your Directors have great pleasure in presenting the Thirty Fifth (35th)Annual Report together with the Audited Statements of Accounts for the year ended March31 2021.
1. FIN ANCIAL RESULTS
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|REVENUE & PROFITS || || || || |
|Total Revenue from operations ||1830.50 ||1793.12 ||2784.06 ||2596.38 |
|Profit before Interest Tax & Depreciation ||297.49 ||286.54 ||459.69 ||374.83 |
|Less : Interest & Finance Charges ||8.37 ||16.90 ||13.42 ||23.80 |
|Less : Depreciation ||49.80 ||39.94 ||73.95 ||62.19 |
|Profit for the year before Tax ||239.32 ||229.70 ||372.32 ||288.84 |
|Less : Provision for Taxation || || || || |
|- Current ||62.23 ||58.12 ||71.08 ||61.34 |
|- Deferred ||(0.77) ||(10.60) ||(0.90) ||(2.91) |
|Net Profit after Tax ||177.86 ||182.18 ||302.14 ||230.41 |
|RETAINED EARNINGS || || || || |
|Opening Balance of Retained Earnings ||827.81 ||720.48 ||953.44 ||797.88 |
|Add: Profit for the year ||177.86 ||182.18 ||302.14 ||230.41 |
|Add: Other comprehensive income ||(1.24) ||(2.18) ||(1.24) ||(2.18) |
|Less: Appropriations: Dividend || || || || |
|- Interim Dividend ||49.64 ||49.64 ||49.64 ||49.64 |
|- Special Dividend/Final Dividend* ||0.00 ||10.64 ||0.00 ||10.64 |
|Total Dividend on Equity Shares ||49.64 ||60.28 ||49.64 ||60.28 |
|Provision for Corporate Dividend Tax on Dividend ||- ||12.39 ||- ||12.39 |
|Balance as at end of the Year ||954.79 ||827.81 ||1204.70 ||953.44 |
* Rs 10.64 Cr is Final Dividend for 2018-19 paid in 2019-20.
Oper ating Subsidiary TRI-K Industries Inc. USA
|Particulars ||(Rs Crores) ||USD 000's |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|REVENUE & PROFITS || || || || |
|Total Revenue from operations ||374.42 ||339.65 ||50461 ||47953 |
|Profit before Interest Tax & Depreciation ||54.83 ||36.45 ||7391 ||5146 |
|Less : Interest & Finance Charges ||0.48 ||0.55 ||65 ||78 |
|Less : Depreciation ||6.09 ||3.91 ||821 ||552 |
|Profit for the year before Tax ||48.26 ||31.99 ||6505 ||4516 |
|Less : Provision for Taxation || || || || |
|- Current ||8.80 ||3.12 ||1187 ||441 |
|- Deferred ||(0.78) ||4.33 ||(106) ||610 |
|Net Profit after Tax ||40.24 ||24.54 ||5424 ||3465 |
|RETAINED EARNINGS || || || || |
|Opening Balance of Retained Earnings ||148.21 ||123.67 ||21969 ||18504 |
|Add: Profit for the year ||40.24 ||24.54 ||5424 ||3465 |
|Balance as at end of the Year ||188.45 ||148.21 ||27393 ||21969 |
Oper ating Subsidiary Galaxy Chemicals (Egypt) SAE
|Particulars || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|REVENUE & PROFITS || || || || |
|Total Revenue from operations ||886.76 ||697.89 ||119509 ||98531 |
|Profit before Interest Tax & Depreciation ||103.05 ||53.51 ||13889 ||7555 |
|Less : Interest & Finance Charges ||5.24 ||10.02 ||707 ||1416 |
|Less : Depreciation ||18.15 ||18.41 ||2447 ||2599 |
|Profit for the year before Tax ||79.66 ||25.08 ||10735 ||3540 |
|Net Profit after Tax ||79.66 ||25.08 ||10735 ||3540 |
|RETAINED EARNINGS || || || || |
|Opening Balance of Retained Earnings ||32.99 ||7.91 ||(648) ||(4188) |
|Add: Profit for the year ||79.66 ||25.08 ||10735 ||3540 |
|Balance as at end of the Year ||112.65 ||32.99 ||10087 ||(648) |
The Board in its meeting held on February 8 2021 had declared an interim dividend Rs14/- per equity share i.e. 140% ofof nominal value of Rs 10/- each for the financial year2020-21. The Board recommends a final dividend of Rs 4/- per share making the totaldividend for the financial year 2020-21 Rs 18/- per share. The total dividend payout forthe just concluded year shall be Rs 63.82 Cr.
The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 is in place and available onthe website of the Company https://www.galaxysurfactants.com.
3. BUSINESS & FINANCIAL PERFORMANCE
The performance of your Company for the year on a standalone and consolidated basis isreflected by the following ratios:
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|EBITDA (% to Revenue from Operations) ||16.3% ||16.0% ||16.5% ||14.4% |
|PAT (% to Revenue from Operations) ||9.7% ||10.2% ||10.9% ||8.9% |
|ROACE (%) ||21.4% ||23.6% ||25.2% ||23.5% |
|RONW (%) ||18.7% ||21.8% ||25.5% ||23.7% |
|Debt : Equity Ratio ||0.16 ||0.21 ||0.21 ||0.35 |
|Earnings per Share (`) ||50.17 ||51.38 ||85.22 ||64.99 |
|Cash Earnings per Share (`) ||64.21 ||62.65 ||106.08 ||82.53 |
|Book Value per Share (`) ||286.79 ||250.98 ||367.06 ||301.16 |
F Y 2020-21 was an exceptional year due to the
Pandemic. It began with a stringent lock down in the domestic market and then gradualunlocking of business and operations. All the countries in the world were affected by thepandemic. As your Company is engaged in the supply of ingredients that go into the makingof day to day consumption items it was the beneficiary of the relaxed norms applicable tosuppliers of essential goods and services. Yet the operations were subject to severerestrictions hampering our ability to service the entire demand. Indian operationstemporarily got affected by the lock down which is reflected in the first quarterfinancial results. In US and Egypt as there were no Government mandated lockdowns plantswere operative in an otherwise prevalent environment of uncertainty characterized bysupply chain disruptions.
Diversified market plants in multiple geographies focus on the HPC sector andoperational excellence exhibited in agile responses to the frequent disruptions enabledyour Company to ensure that the plants are up and running to near normal levels enablingit post consolidated volume growth of 3% over previous year. Consumer demand being of dayto day consumption items your Company did not witness any demand destruction. Creditprofile of the customers continued to remain stable and the cash to cash cycle was normalas in regular times.
Composition of demand veered toward shygieneingredients driven by the cleansing needsgreatly enhanced by the pandemic. Your Company's Performance Surfactants expansioncapitalized during early 2019 proved to be timely. This enabled your Company to addressthe sudden surge in demand for Performance Surfactants.
The pandemic and the climate change issues have given momentum to safe and sustainableconsumption conceptualized as "clean beauty". Your Company's efforts over theyears in speciality ingredients covering the range of sulfate free ingredients non-toxicpreservatives green chemistry and sustainable consumption is in line with the emergingconsumer and community trends. Contextual dip in specialty ingredients volumes in thefirst half of the year was made good by growth in the third and fourth quarter marking thenormalization of the composition for Specialty Products during the year.
Skilled migrant labour exodus to their native has delayed the execution of brown fieldprojects in Jhagadia and Tarapur for specialty products. The commissioning of these plantswill happen in phases over the course of the next financial year. Ongoing projects withthe customers for launch of new products would face some delays due to pandemicdisruptions and reduced social engagements.
Sustainable resolution of the pandemic can drive the demand to meet the pent upconsumption in these specialty categories. During the pandemic our innovation team engagedwith customers in providing solutions for their new needs in safe and hygiene relatedconsumer benefits. Tri-K Industries Inc innovation team supported with its applicationdevelopment capabilities to cater to consumer needs emanating from the pandemic conditionsenabling a good growth in revenue and profits.
Galaxy Egypt was agile with its supply chain to ensure maximum uptime enabling a goodgrowth in volumes and profits. It also widened its portfolio offerings to meet specificneeds driven by the pandemic.
Upgradation of SAP migration to cloud and cybersecurity enhancements enabled most ofthe non-plant employees' work from their homes. Steps taken by your Company to digitizeits operations came in handy with the pandemic compulsions giving further momentum to sucheffort.
Strict preventive and hygiene protocols ensured that in respect of the employeesrequired to visit plants and labs the infection rate is minimized; reducing disruption ofoperations thereby enabling service the demand.
Strong risk management practices robust vendor relations coupled with a goodunderstanding of the feedstock market enabled your Company navigate the availability offeedstock and its price volatility.
Robust demand for hygiene products capacities on ground all-round operationalexcellence anchored in agile responses to the emerging uncertainties / contingenciesstrict adherence to the covid safety protocols enabled your Company address the demanddriven by daily needs by ensuring normal uptimes in operations.
The financial matrix given above reflects on the all-round growth of your Company andimproved profitability covering all significant parameters surmounting the highlyuncertain conditions and frequent new challenges.
Due to the social movement restrictions connected expenditures like travelexhibitions and corporate events could not be held resulting in cost reductions. To someextent this was offset by additional expenditure driven by covid needs. Favourable balanceof advantage ensured that the overheads remained about the previous year levels enablingimproved EBITDA and PBT performance for the year.
Further relative to the previous year the new capacity in Performance Surfactantscommissioned in early 2019-20 could be put to best use during the year to meet the step upincrease in demand for hygiene products releasing the operating leverage and improving thebottom line.
Regulatory changes in export incentives in the second half of the year for Indianoperations was more than offset by the release of arrears of export incentives for Egyptoperations (accrued and arrears upto June 2019). Galaxy Chemicals Egypt (GCE) accounts forits export incentives on receipt basis. Relative to the previous year GCE received anincremental USD 2.3 million as export incentives. GCE profits being corporate tax exemptthere was a consequential reduction in effective tax rate on consolidated profits. Boththe subsidiaries have done well during the year making significant contributions to thebottom line as the respective countries in which they operate were not subject to anymandatory lockdowns and regulatory restrictions on operations.
Unfortunate safety incident at our Tarapur plant resulting in three fatalities led to athorough review of the latent safety aspects of all our plants located in India andabroad. During the process we have identified some of the operations for discontinuanceon grounds of environment sustainability and safety. Accordingly your Company hasdecided to impair assets worth Rs 7.22 Crs at one of its facilities in Tarapur which wasnearing its useful life and has provided for impairment in respect of assets withpossibility of no alternative deployment. Further investments are also being done inenhancing the inherent safety design of the operations with enhanced automation. Keepingwith its value of people first your Company has decided to provide economic support tothe families of the deceased including support for education and medical expenses.
Durin g the year your Company has declared an dividend of Rs 14/- per share and hasfurther proposed a final dividend of Rs 4/- per share. The total pay-out for the year isestimated to be Rs 63.81 Cr.
Given the second and third wave of Covid infections surging world over we expect therewould not be much respite during the ensuing financial year. Uncertainties attached withsupply chains volatility and timely availability of feed stock will continue to be thechallenges to be addressed and overcome frequently.
4. PEOPLE ENERGY
Oper ating in a pandemic has stretched the of the HR management practices in creatingsafe working conditions for the employees keep their morale high and sustain productivityto keep the corporate enterprise chugging in its economic engagements. It has been atussle between life and livelihood one complementing the other.
In view of the restrictions imposed during lockdown employees were encouraged to workfrom home to the extent feasible. Operating protocols and COVID safety measures were putin place to ensure that those employees who had to report to the work place couldadequately observe social distancing in a frequently and adequately sanitized workenvironment. Awareness sessions on precautions to be taken were conducted and updatedCOVID guidelines were communicated on regular basis. Task force enabling 24*7 access tomedical assistance in case of need was set up and with monitoring of employees and theirfamily members infected till recovery.
Economic sustenance of the work force was ensured by payment of full emolumentsadditional allowance for need based reporting to work place during lock downs fullreimbursement of all medical expenses incurred on pandemic related treatment includingaccess to private hospitalization and in acknowledgement of steadfast contribution made bythe employees to conduct business and operations in the uncertain COVID environment;increments with retrospective effect for the full year were extended. High level ofengagement dedication and performance shown by work force in responding to the enterpriseneeds was acknowledged by disbursing an ex-gratia sum.
The unfortunate safety incident at Tarapur has resulted in the loss of three of ourfellow colleagues. Further extraordinary conditions of the pandemic also resulted inuntimely demise of two of our colleagues to the pandemic despite marshalling of allresources and taking all possible mitigation measures. Your Company has reached out to thefamilies expressing deep grief and assuring adequate economic sustenance to meet thecontinual needs of the family. To address the emotional distress and anxieties caused bypandemic and accident your Company has engaged with reputed institutes interim to provideemotional support and wellbeing guidance to our employees.
Pandemic hastened the use of technology to enable conduct the business / operatingproceedings in virtual manner. Using the technology platform your Company could proceedwith all its HR proceedings like appraisal recruitments welfare meetings trainings andaward & recognition events in a virtual way. This has considerably increased theinformation technology quotient and application awareness with the employees. Your Companyhas taken care of all additional expenses incurred by the employees on account ofpandemic.
Capability building efforts were virtually met through upskilling programmes technicaltrainings action learning projects and competency based need based leadership programmes.Compliance programmes ensured that the employees are updated and get a chance to revisitCode of Conduct Policies Whistleblower Human Rights and Prevention of Sexual Harassmentprogrammes.
Our Diversity & Inclusion is focused on building women leadership in seniormanagement as well as overall workforce. Also our commitment is to give employment to 40persons with disabilities (PwD) by 2022. Interventions to include gender neutral hiringpractices women leadership assessment and development programmes and infrastructurebuilding for PwD is in process. Additionally various women centric initiatives such asself-defence programmes as well as PoSH programmes were conducted during the year.
Y our Company is committed to deliver consistently high quality and high performingproducts and services to its customers.
Your Company focuses relentlessly on continuous improvement in quality across alldomains and implements key Best Practices at all its sites which enables it to meet thestringent quality benchmarks set by multinational customers for the productqualifications.
Your Company has obtained its 1st EFfCI Certification for cosmeticingredients for its Jhagadia site. The site has fulfilled the criteria for the GoodManufacturing Practices (GMP) standard of the EFfCI (European Federation for CosmeticIngredients). The quality of cosmetic ingredients is critical to assure safety qualityand efficacy of cosmetic/personal care products or formulations. Your Company has alreadyadopted the principles of GMP and Quality Risk Management Approaches at all itsmanufacturing sites which are already certified with Cosmetic GMP standard ISO 22716.
World class practices such as TPM are adopted at the manufacturing sites augmented byinternal benchmarking programmes such as Galaxy Manufacturing Excellence Award (GMEA) areconducted periodically.
Under the umbrella of Product Stewardship your Company has further strengthened onEco-integrations Sustainable Product Development Product Safety and Security. ProductCertifications like Kosher Halal RSPO (MB & SG) COSMOS/Ecocert; productcustomization and solutions to meet consumer trends has been yet another aspect of valuedelivery to the customers.
6. SU STAINABILITY / RESPONSIBLE CARE
Your Company conducts its business in a environmentally sustainable and economicallyviable manner through stakeholder inclusive process. Your Company has completed a decadelong journey on sustainability initiatives that have helped in minimizing environmentalimpacts of its operations and actively contribute to social and economic development ofthe communities. Such initiatives are driven by a Sustainability Cell which is athree-tier structure with Steering Committee at apex comprising of members from the Board.Sustainability cell members meet thrice a year to access and review the sustainability andbusiness responsibility performance. Also your Company has established SustainabilityCore Committee to act as an advisory group for long term projects which may havesignificant impact on business.
Your Company is committed to Science Based Targets initiative (SBTi) and setting ahighly ambitious target to transition to low carbon economy. The key focus areas that havebeen identified are improving energy efficiency increasing renewable energy consumptionreducing waste generation minimizing water consumption and mitigating climate changerisks.
Your Company's Taloja plant has been conferred with the CII Green Company rating(GreenCo - Silver level) and the plant becomes only the 2nd Surfactant unit inthe country to achieve this feat. GreenCo Rating revolves around 10 performance parametersviz. energy efficiency water conservation renewable energy greenhouse gas emissionswaste management material conservation green supply chain product stewardship &life cycle assessment innovation and green infrastructure & ecology.
Your Company has achieved consistent progress in
Carbon Disclosure Project (CDP) 2020 with Score of Management Level B' inCDP-Climate Change compared to global average of C' Management Level B-' inCDP-Water compared to global average of B' and Leadership level A-' inSupplier Engagement compared to global average of C'. During the year your Companywon the GOLD medal 2020 awarded by Eco Vadis.
Y our Company has secured certifications of responsible care RSPO (ResponsibleSustainable Oil Production) that promotes safe and sustainable practices in the chemicalindustries. Responsible Care is the chemical industry's unique global initiative thatdrives continuous improvement in health safety and environmental (HSE) performancetogether with open and transparent communication with stakeholders. Your Company issignatory to Responsible Care Global Charter since March 2015. Your Company has beengranted permission* to use Responsible Care Logo for a period of three years i.e. fromFebruary 2021 to January 2024 based on the virtual Responsible Care Recertification Auditconducted in December 2020.
Your Company continuously engages with their supply chain partners to improveoperational efficiency and integrate sustainability considerations into value chain. YourCompany conducts periodical site assessment for suppliers and checks the performance ofnon-financial indicators as well. Your Company has initiated interaction with suppliersfor mutual value creation on sustainability front.
The performance of sustainability Goals and initiatives are shared on website and inthe Sustainability Report of your Company.
*sub ject to Physical Verification Post Covid-19 normalcy within 90 days.
7. C ORPORATE SOCIAL RESPONSIBILITY (CSR)
In t erms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company have constituted a Corporate Social Responsibility ("CSR")Committee. The composition and terms of reference of the CSR Committee are provided in theCorporate Governance Report which forms part of this Annual Report.
Your Company has also formulated a CSR Policy and the same is available on yourCompany's website at https://www.galaxysurfactants.com/about/our-policies.aspx.
All The CSR activities of your Company are in compliance with the guidelines prescribedunder Section 135 of the Companies Act 2013. CSR Committee reviewed and updated the CSRPolicy covering the objectives focus areas budget monitoring & reporting amongothers.
Against Rs 4.07 Crores that were required to be spent on CSR activities under ScheduleVII your Company has successfully disbursed Rs 4.10 Crores.
A detailed report on amount spent on different activities results achieved on theinitiatives undertaken by your Company is attached with "Annexure C".
During the year Company undertook the CSR initiatives:
|Sr. No. ||Focused CSR Projects ||Description |
|1. ||Arogya Vardheeni (Health & Hygiene) ||Your Company continues to support 100 Crches in 54 villages of Chhattisgarh by providing nutritional food to 1100 underprivileged and malnourished poor tribal infants. |
| || ||Your Company has supported free diagnosis and treatment of 495 underprivileged tribal patients suffering from tuberculosis hailing from 72 villages in Bilaspur Chhattisgarh. |
| || ||Your Company has started a Health Centre providing diagnosis treatment & referral for 11458 underprivileged people located in 8 villages of Jhagadia block including other nearby villages in Gujarat. |
| || ||Your Company continues to support 10 Thalassemia affected children towards their blood transfusion & medicine. |
| || ||Your Company provided safe drinking water facility to 22 schools covering 1556 students in Maharashtra & Gujarat. |
| || ||Till date your Company has constructed 328 Toilet Blocks (128 Toilet Blocks in Schools & 200 Community Toilets) along with 1918 Handwashing Stations. |
|2. ||Gyan Sanjeevani (Education) ||Your Company has constructed 4 Classrooms and distributed 300 school kits for std. 9th students during the year. |
| || ||Till date your Company has adopted 116 Schools and supporting around 70000 students. |
| || ||Till date Company has distributed 149022 notebooks to 36000 students and distributed 1608 school kits to students in Gujarat and Maharashtra. |
|3. ||Samajeek Utthan (Community Development) ||Your Company completed its first Integrated Village Development Project in draught prone area of Nanded Maharashtra on the Ridge to Valley' watershed concept. Total 96.4 million litres of rainwater was harvested. |
| || ||Your Company has initiated 3 years second Integrated Village Development Project' in draught prone region of Maharashtra. Besides a 2-year River De-silting Project' have been initiated in 15 villages of Nashik Maharashtra. |
| || ||Your Company supported construction of a Shelter Home' for special children in Pen District Raigad Maharashtra. These children will be given vocational education and training for their livelihood as well. |
|4. ||Vatavaran Suraksha (Environment Protection) ||Your Company planted 2425 trees during the year and cumulatively 47753 trees have been planted in last 7 years. |
| || ||Your Company extended support for de-silting of a village pond in Jhagadia Gujarat which resulted in additional water holding capacity of 4.14 million litres of water. |
| || ||Your Company supported 13 poor households for rooftop rainwater harvesting in Taloja Maharashtra which resulted in harvesting of 27 million litres of water. |
| || ||During last 5 years your Company succeeded in harvesting > 400 million litres of water through its 13 rainwater harvesting projects in Maharashtra Gujarat & Tamil Nadu. Your Company has spent Rs 43 lakhs towards animal welfare during the year. |
|5. ||Stree Unnati (Women Empowerment) ||Your Company continued training through virtual mode young women from slums for providing the livelihood Skills Trainings viz. Beautician Retail & Sales Tailoring Housekeeping Para nursing etc. |
| || ||During this year 40 women were imparted online training through recognized institute in Nursing and Bed-side Assistance'. |
| || ||Till date 502 women have been trained and 351 succeeded in getting jobs & 3 girls have started their own enterprise. |
|6. ||Aapda Rahat (Calamity Relief) ||During Covid-19 pandemic your Company touched 137935 people including Covid Warriors' through following initiatives: |
| || ||a) Distribution of Hand Sanitizers (1685 litres) Liquid Hand wash (16564 litres) PPE Kits (1700) Masks (7300) and other articles to 72970 Covid Warriors & 57584 community people. |
| || ||b) Your Company also provided rations to Covid affected 1762 families consisting of 7381 contract labourers migrant workers poor slum & tribal communities. |
8. SUB SIDIARY COMPANIES
As of March 31 2021 your Company has five wholly owned subsidiaries within thedefinition of Subsidiary Company' under the Companies Act 2013.
During the year under review the Board of Directors have reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 your Companyhas prepared Consolidated Financial Statements of the Company and all its subsidiaries incompliance with the applicable accounting standards which forms part of this AnnualReport.
Pursuant to the provisions of sub section (3) of section 129 of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 the salient features of thefinancial statement of each of our subsidiaries are set out in the prescribed format AOC-1which forms part of the Financial Statements section of this Annual Report.
Further pursuant to the provisions of section 136 of the Act the Financial Statementsof subsidiary Companies are uploaded on the website of your Company i.e.www.galaxysurfactants.com. and shall also be available for inspection at the registeredoffice of your Company with prior notice.
During the year no company had become subsidiary of your Company or ceased to be asubsidiary of your Company.
9. PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
Disc losures relating to remuneration and other required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in the Annual Report in "AnnexureG" which forms part of this Report.
Mr. U. Shekhar Promoter and Managing Director of the Company has decided to forgo thecontractual emoluments payable for his services during the year 2020-21. The Nominationand Remuneration Committee (NRC) acceded to his request and let him render his servicesfor a token amount in acknowledgment of continual contractual engagement. Mr. Shekharwould continue to draw his contractual emoluments from the 1st of April2021. Further Mr. K. Natarajan Executive Director and COO has also decided to forgo thecommission payable for the year 2020-21.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules areprovided in the Annual Report which forms part of this Report. Having regard to theprovisions of the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport excluding the aforesaid information is being sent to the members of the Company.The said information is available for inspection at the registered office of your Companywith prior notice and any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished on request.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Changes in the Composition in the Board of Directors and Key Managerial Personnel
Ms . Nandita Gurjar who was appointed as an Independent Director of the Company tillthe 34th Annual General Meeting was re-appointed for the second term of5 years by passing special resolution by the Members in the said meeting.
ii Independent Directors .
As on March 31 2021 your Company has 4 Independent Directors on its Board.
As per the provisions of the Companies Act 2013 all Independent Directors of yourCompany were appointed for a second term of five consecutive years not liable to retireby rotation except Mr. S. Ravindranath who would be completing 75 years on April 20 2022and completing his second term on the same date. The Independent Directors have given thedeclaration of independence to your Company stating that they meet the criteria of asindependence as mentioned under Section 149(6) of the Companies Act 2013.
iii. Re appointment of Directors Liable to Retire by Rotation
Y our Board has 7 Directors who are liable to retire by rotation. The following twoDirectors are liable to retire in the ensuing AGM:
|Name ||Designation ||DIN |
|Mr. Uday K Kamat ||Non-Executive Director ||00226886 |
|Mr. G. Ramakrishnan ||Promoter and Non- Executive Director ||00264760 |
Mr. G. Ramakrishnan being eligible offered himself for re-appointment and your Boardrecommends his re-appointment. Mr. Uday K. Kamat has conveyed his decision for not to bereappointed and accordingly he will retire in the ensuing AGM. Your Board has decided notto fill the vacancy created by the completion of the term of Mr. Uday K. Kamat.
Your Board wishes to thank Mr. Uday K. Kamat for his contributions to the Company inhis long association with the Company.
T hese proposals are covered in Item Nos. 4 and the AGM notice as Ordinary Business.
i Kv. ey Managerial Personnel
Durin g the year under review there was no in the Key Managerial Personnel.
11. N OMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of
Nomination & Remuneration Committee has framed a policy which inter alia lays downa framework in relation to remuneration of Directors Key Managerial Personnel and SeniorManagement of your Company and criteria for selection and appointment of Board Members.The said Policy is annexed as "Annexure D" and forms an integral part ofthis Report.
12. E VALUATION OF BOARD ITS COMMITTEES
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Board has carried out the annual performance evaluation of its ownperformance Board Committees and Individual Directors. The evaluation was done through astructured questionnaire which considered various aspects of the Board's functioningcomposition of the Board and its committees culture execution and performance ofspecific duties obligations and governance.
The details of programmes for familiarization Independent Directors of your Company areavailable on your Company's website www.galaxysurfactants.com.
13. BOARD COMMITTEES
In or der to strengthen its functioning the Directors has constituted the followingCommittees as per the requirement of Companies Act 2013 and the SEBI Regulations: 1.Audit Committee
2 . Nomination & Remuneration Committee
3 . Stakeholders' Relationship Committee
4 . Corporate Social Responsibility Committee
5 . Risk Management Committee
Details of the Committees along with their charter composition and meetings heldduring the year are provided in the Corporate Governance Report which forms part of thisAnnual Report.
14. MEE TINGS OF THE BOARD AND
The details of the Board of Directors and along with their composition number ofmeetings held and attendance at the meetings are provided in the Corporate GovernanceReport which forms part of this Annual Report.
of Secretarial Standards:
Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings of theBoard of Directors' and General Meetings' respectively have been duly followedchange by the Company.
15. DIR ECTORS RESPONSIBILITY STATEMENT
T o the best of their knowledge and belief and according the to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the Profit and Loss of the Company for that period;
(iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
of (iv) that the Directors had prepared the Annual Accounts on a going concern basis;
(v) that the Directors had laid down internal financial controls to be followed by yourCompany and that of such internal financial controls are adequate and were operatingeffectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
16. AUDITORS Statutory Auditors
M/s . Deloitte Haskins & Sells LLP (Firm Registration Number 117366W/W-100018) wereappointed as Statutory Auditors of your Company at the Annual General Meeting held onAugust 172017 for a term of 5 consecutive years i.e. from the conclusion of 31stAnnual General Meeting till the conclusion of 36th Annual General Meeting to beheld in the year 2022.
The Report given by the Auditors on the Financial Statements of your Company is part ofthis Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
Your Board of Directors based on recommendation the Audit Committee has appointed M/s.Nawal Barde Devdhe & Associates Cost Accountants in Practice to audit the costaccounts of the Company for the Financial Year 2021-22. In term of Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditoris required to be ratified by the members. Accordingly a resolution seeking ratificationby the members for the remuneration is listed as Item No. 6 of the AGM Notice as SpecialBusiness.
Pur suant to the provisions of Section 204 of the Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. S. N. Ananthasubramanian & Co. Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor forFinancial Year 2020-21 is appended as "Annexure F" to this Board'sReport.
There is no qualification reservation or adverse remark made by the SecretarialAuditor in their report.
17. R ISK MANAGEMENT & INTERNAL FINANCIAL
Y our Company has formulated and implemented framework on Risk Management and majorrisks identified are systematically addressed through mitigating actions on a continuousbasis. This framework is intended to assist in decision making process that will minimizepotential losses improve the management in the face of uncertainty and the approach tonew opportunities thereby helping the Company to achieve its objectives. The Board ofDirectors of your Company are of the opinion that at present there are no materialelements of risk which will impinge on your Company's ability to conduct its business.
The Board has also formulated a Risk Management Committee which regularly meets toidentify discuss and mitigate risks in operational areas thereby bringing design andoversight in various areas of operations.
Review and enhancement of cybersecurity measures in view of the WFH was acceleratedduring the year. Various IT tools were deployed to ensure data security. Your Companycontinues in its journey of enhancement of its ERP by identifying and undertakingdevelopment projects which will help further strengthen the internal controls. During theyear despite of restrictions on account of the pandemic your Company was able tosuccessfully complete and operationalise certain key IT initiatives undertaken towardsprocess automation and enhancement of process controls.
The Company's internal control systems are commensurate of with the nature of itsbusiness and the size and complexity of its operations. The internal control systems areregularly tested and reviewed at regular intervals and cover all offices factories andkey business areas. Any audit observations and follow up actions thereon are reported tothe Audit Committee. Necessary policies and procedures have been adopted for ensuring theorderly and efficient conduct of business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds & errors.
18. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
Y our Company treats its employees equally with dignity and with no gender bias. YourCompany believes and ensures that all employees work in an environment that is free fromall kinds of harassments including sexual harassment of women. As required under theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 your Company has constituted an ICC (Internal Complaints Committee).During the year under review there was one complaint that was received in relation tosexual harassment and was closed. The policy for Prevention of Sexual Harassment isavailable on the website of your Company as given below.https://www.galaxysurfactants.com/pdf/corporate-governance/policies/Sexual-Harassment-Policy.pdf
19.a CORPORATE GOVERNANCE
Your Company is committed to maintain highest standards of Corporate Governance. YourCompany continues to be compliant with the requirements of Corporate Governance asenshrined in Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A Report on Corporate Governance along with theCertificate from the Statutory Auditors of the Company confirming compliances with theconditions of Corporate Governance as stipulated in the Listing Regulations forms part ofthis Annual Report.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on the Management Discussion and Analysis for the year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming an integral part of this Annual Report.
21. T RANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
a) Transfer of Unclaimed Dividend to IEPF
As r equired under Section 124 of the Companies Act 2013 (the Act) the unclaimeddividend amount aggregating to Rs 133450 lying with your Company for a period of sevenyears were transferred during the financial year 2020-21 to the Investor Education andProtection Fund established by the Central Government.
b T ransfer of shares to IEPF
As required under Section 124 of the Act Equity Shares in respect of which dividendhas not been claimed by the members for seven consecutive years or more have beentransferred by your Company to the Investor Education and Protection Fund Authority (IEPF)during the financial year 2020-21. Details of shares transferred are available on thewebsite of IEPF as well as your Company.
22. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report of your Company the Financial Year 2020-21 formspart of this Annual Report as required under Regulation 34(2)(f) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
23. DISCLOSURES AND INFORMATION UNDER COMPANIES ACT 2013
Pursuant to section 134 and any other applicable of the Companies Act 2013 (the Act)following disclosures and information is furnished to the shareholders:
a. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
As required under section 134(3)(m) Act read with Rule 8(3) of the Companies (Accounts)Rules 2014 the particulars relating to "Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings and outgo" are given in "AnnexureA" which is appended to this Board's Report.
b. Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Act and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the details forming part of the extract of theAnnual Return in form MGT-9 is appended as "Annexure B" to this Board'sReport and it is also available on the website at https://www.galaxysurfactants.com
c. Particulars of Loans Guarantees or
Investments by the Company for
Particular of loans guarantees and investments covered under Section 186 of the Actform part of the notes to the Financial Statements provided in this Annual Report.
d. Re lated Party Transactions THE
The Policy on Related Party Transactions as approved by the Board is available on thewebsite athttps://www.galaxysurfactants.com/pdf/corporate-governance/policies/Policy-on-Related-Party-Transactions.pdf
The particulars of Related Party Transactions in prescribed Form AOC2 are annexedas the "Annexure E" and forms an integral part of this Report.There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large.
The disclosure as required by Schedule V Clause A of the the Securities and ExchangeBoard of India Obligations and Disclosure Requirements) Regulations 2015 is as under:
( (Rs Crores))
|Particulars ||Name of Subsidiary/ Firm ||Maximum amount of loans / advances / investments outstanding during the year ended March 31 2021 ||Amount outstanding at the end of the year i.e. March 31 2021 |
|Investments- Equity Shares ||Galaxy Chemicals Inc. ||0.46 ||0.46 |
|Investments- Equity Shares ||Galaxy Holdings (Mauritius) Ltd. ||2.37 ||2.37 |
|Investments- Preference shares (at fair value) ||Galaxy Holdings (Mauritius) Ltd. ||217.80 ||213.88 |
|Advances ||Galaxy Chemicals (Egypt) SAE ||0.82 ||0.09 |
|Advances ||TRI-K Industries Inc. ||0.11 ||0.10 |
e. V igil Mechanism / Whistle Blower Policy
As per Section 177 of the Act your Company has established a vigil mechanism for theDirectors and employees to report genuine concerns. Your Company has a vigil mechanismnamed "Whistle Blower Policy" to deal with instance of fraud and mismanagementif any. The Whistle Blower Policy is available on the website of your Company at https://www.galaxysurfactants.com/pdf/corporate-governance/policies/Whistle-Blower-Policy.pdff. Material Changes and Commitments
T here are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year to which the financialstatement relates and the date of the report.
g. Transfer to Reserves
Y our Company proposes not to transfer any amount the General Reserve for the FinancialYear 2020-21.
h. Significant and Material Orders Passed the Regulators or Courts
T here are no significant material orders by the Regulators / Courts which would impactthe going concern status of your Company and its future operations.
i. Reporting of frauds
T here was no instance of fraud during the under review which required the StatutoryAuditors to report to the Audit Committee and / or Board under Section 143(12) of the Actand the rules made thereunder.
j. Maintenance of Cost Records
Y our Company has made and maintained records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Act.
24. CAUTIONARY STATEMENT
Statements in the Directors' Report describing Company's objectives expectations orforecasts may be forward-looking within the meaning of applicable laws and regulations.Actual results may differ materially from those expressed in the statement. Importantfactors that could
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For and on behalf of the Board
| ||U. SHEKHAR ||K. NATARAJAN |
|Navi Mumbai ||Managing Director ||Executive Director & COO |
|June 8 2021 ||DIN: 00265017 ||DIN: 07626680 |