TO THE MEMBERS
Your Directors have great pleasure in presenting the Thirty Third Annual Reporttogether with the Audited Statements of Accounts for the year ended 31st March2019.
1. FINANCIAL RESULTS
| || || |
|Particulars || |
| || |
|2017-18 || |
|REVENUE & PROFITS || || || || |
|Total Revenue from operations ||1996.36 ||1712.76 ||2762.99 ||2462.51 |
|Profit before Interest Tax & Depreciation ||303.51 ||212.47 ||358.05 ||297.85 |
|Less : Interest & Finance Charges ||20.44 ||20.59 ||30.00 ||30.55 |
|Less : Depreciation ||28.70 ||27.51 ||51.20 ||48.53 |
|Profit for the year before Tax ||254.37 ||164.37 ||276.85 ||218.77 |
|Less : Provision for Taxation || || || || |
|- Current ||73.58 ||47.52 ||82.55 ||57.06 |
|- Deferred ||12.34 ||4.44 ||3.32 ||3.68 |
|Net Profit after Tax ||168.45 ||112.41 ||190.98 ||158.03 |
|RETAINED EARNINGS || || || || |
|Opening Balance of Retained Earnings ||603.78 ||504.85 ||658.65 ||514.10 |
|Add: Profit for the year ||168.45 ||112.41 ||190.98 ||158.03 |
|Add: Other comprehensive income ||(0.52) ||(0.67) ||(0.52) ||(0.67) |
|Less: Appropriations: Dividend || || || || |
|- Interim Dividend ||17.73 ||0 ||17.73 ||0 |
|- Special Dividend/Final Dividend ||24.82 ||10.64 ||24.82 ||10.64 |
|Total Dividend on Equity Shares ||42.55 ||10.64 ||42.55 ||10.64 |
|Provision for Corporate Dividend Tax on Dividend ||8.74 ||2.17 ||8.74 ||2.17 |
|Gain on sale of investment through OCI transferred to retained earnings on sale of investment ||0.06 || ||0.06 || |
|Balance as at end of the Year ||720.48 ||603.78 ||797.88 ||658.65 |
Operating Subsidiary - TRI-K Industries Inc. USA
|Particulars || |
| || |
|2017-18 || |
|REVENUE & PROFITS || || || || |
|Total Revenue from operations ||323.89 ||294.63 ||46410 ||45749 |
|Profit before Interest Tax & Depreciation ||42.56 ||35.24 ||6098 ||5472 |
|Less : Interest & Finance Charges ||0.08 ||0.07 ||12 ||10 |
|Less : Depreciation ||4.19 ||4.45 ||601 ||691 |
|Profit for the year before Tax ||38.29 ||30.72 ||5485 ||4771 |
|Less : Provision for Taxation || || || || |
|- Current ||8.88 ||9.45 ||1272 ||1468 |
|- Deferred ||(0.57) ||0.20 ||(82) ||32 |
|Net Profit after Tax ||29.98 ||21.07 ||4295 ||3271 |
|RETAINED EARNINGS || || || || |
|Opening Balance of Retained Earnings ||93.69 ||72.62 ||14209 ||10938 |
|Add: Profit for the year ||29.98 ||21.07 ||4295 ||3271 |
|Balance as at end of the Year ||123.67 ||93.69 ||18504 ||14209 |
Operating Subsidiary - Galaxy Chemicals (Egypt) SAE
|Particulars || |
| || |
|2017-18 || |
|REVENUE & PROFITS || || || || |
|Total Revenue from operations ||718.14 ||679.07 ||102900 ||105445 |
|Profit before Interest Tax & Depreciation ||51.10 ||56.01 ||7322 ||8696 |
|Less : Interest & Finance Charges ||13.06 ||13.93 ||1872 ||2162 |
|Less : Depreciation ||18.39 ||16.63 ||2634 ||2582 |
|Profit for the year before Tax ||19.65 ||25.45 ||2816 ||3952 |
|Net Profit after Tax ||19.65 ||25.45 ||2816 ||3952 |
|RETAINED EARNINGS || || || || |
|Opening Balance of Retained Earnings ||(1174) ||(37.19) ||(7004) ||(10956) |
|Add: Profit for the year ||19.65 ||25.45 ||2816 ||3952 |
|Balance as at end of the Year ||7.91 ||(11.74) ||(4188) ||(7004) |
The Board in its meeting held on 29th March 2019 has declared an interimdividend of ? 5/- per equity share i.e. 50% of nominal value of ? 10/- each for thefinancial year 2018-19. The Board in its meeting held on 28th May 2019 hasrecommended a final dividend of ? 3/- per equity share i.e. 30% of nominal value of ? 10/-each for the financial year ended 31st March 2019. The proposal is subject tothe approval of shareholders at the ensuing Annual General Meeting. Accordingly totaldividend (including interim dividend) for the financial year 2018-19 is ? 8 per equityshare and will result in an outlay of ? 34.19 Crores (including Dividend Distribution Taxof ? 5.83 Crores).
3. BUSINESS & FINANCIAL PERFORMANCE
The performance of your Company for the year on a standalone and consolidated basis isreflected by the following ratios:
|Particulars || |
| || |
|2017-18 || |
|EBITDA (% to Revenue from Operations) ||15.2% ||12.4% ||13.0% ||12.1% |
|PAT (% to Revenue from Operations) ||8.4% ||6.6% ||6.9% ||6.4% |
|ROCE (%) ||29.0% ||21.1% ||26.8% ||23.9% |
|RONW (%) ||23.3% ||18.2% ||23.9% ||24.4% |
|Debt : Equity Ratio ||0.20 ||0.33 ||0.34 ||0.48 |
|Earnings per Share (?) ||47.51 ||31.71 ||53.87 ||44.57 |
|Cash Earnings per Share (?) ||55.61 ||39.46 ||68.31 ||58.26 |
|Book Value per Share (?) ||220.71 ||187.81 ||247.28 ||202.73 |
2018-19 proved to be a tough year for the whole industry which required quick responseto challenging conditions affecting the business. Your Company took mitigating actions toachieve its stated objective of growing the business and improve business performance.
Prices of Crude and one of the key raw material Lauryl Alcohol displayed highvolatility during the year under review. However your Company's robust sourcing processesand finance functions managed efficiently the market risk quality and delivery of rawmaterials including the performance of suppliers.
During the year under review the world currency markets showed considerablemovements. It led to strengthening of the USD index as a reflection of Fed rate increaseand US economy showing growth. With customers in more than 80 countries your Company isexposed to currency fluctuations. Furthermore the global geo-political situation remainsunpredictable. The tariff-wars and trade embargos came unanticipated. Your Companycontrolled these external risks well with appropriate internal processes and monitoringtechniques.
During the year your Company initiated enhancement of capacities in both theperformance surfactants and special care ingredients at all its locations involving atotal outlay of ? 250 Crores. Of this over ? 100 Crores of assets have been added to theGross Block and operationalized.
Your Company was awarded ICIS Innovation Award 2018 in the Best Process InnovationCategory for Green Process for the manufacture of Amino Acid Surfactants. Itwas also conferred with Silver Innovation Award for Best Ingredient at HPCI 2019 Mumbaifor its product Galguard NT.
Among its new ingredients GLI 21 Galguard NT andGalsoft TILS (G) have been acknowledged as superior in consumer benefits invarious trade forums.
Your Company is expanding its Research and Development facility at TTC Navi Mumbai.Furthermore a multipurpose pilot plant is also being set up at Tarapur to support thescale up of new products from the innovation funnel. In line with the consumer andcustomer trends your Company focuses its innovation efforts on Sulphate free ingredientsNontoxic preservatives mildness and sustainability.
During the year your Company obtained REACH registration for 5 additional products.Considering the uncertainties and potential impact on the supply chain of the Europeancustomers arising from Brexit your Company has taken anticipatory steps to transfer REACHregistration from UK to other EU countries.
During the year under review 12 patents were awarded to your Company in India USA andEurope. This takes our operational patent strength to 33.
Your Company has posted excellent financial performance during the current year.Against the consolidated volume growth (adjusted) of 8.8% the EBITDA and PAT grew by20.2% and 20.9% respectively. This has been achieved against the volatility in the crude& currency markets and international trade issues.
PBT for the year increased by 26.5% to ? 276.85 Crores. However higher effective taxrate arising from the change in composition of the profits in favour of higher taxjurisdictions moderated the PAT growth.
Capital outlay to the tune of ? 168.94 Crores was met without any increase in the debtequity ratio. Consolidated debt equity ratio improved from 0.48 to 0.34.
Standalone results include a gain of ? 33.41 Crores on revaluation of the preferenceshare instrument used to fund the operating subsidiaries which gets eliminated in theconsolidated results. This gain is reflecting as other income in the Standalone FinancialStatements of GSL India. At the Consolidated level the translation impact of ? 18.79Crores arising due to depreciation of INR from the translation of subsidiary accounts getsreflected in the other comprehensive income in the Profit & Loss and Net Worth in theBalance Sheet.
The book value of the share shows a growth of 22.0% after paying an interim dividend ofRs. 5 per share. It has increased from ? 202.73 to ? 247.28 (after interim dividend). Thepre-tax ROCE and RONW on average capital employed and net-worth is 26.8% and 23.9%respectively on a consolidated basis.
Consolidated EPS of the Company has grown from ? 44.57 in 2017-18 to ? 53.87 in 201819;a growth of 20.9%. The final dividend of ? 3/- per share has been recommended by the Boardof your Company.
4. PEOPLE ENERGY
Your Company is committed to build a high performance learning culture in which theemployees feel challenged and rewarded and have comprehensive opportunity to demonstratetheir skills and abilities. The Core Culture along with the identified 6 LeadershipPillars which is known as Galaxy Way of Leading is one of the key levers forcreating an engaging environment for the employees.
In line with People Strategy providing a structured Career Development Plan (CDP) ispart of Galaxy's commitment to recognize coach and invest in our employees' current andfuture developmental needs. CDP's are a key component of Leadership and Talent BuildingProgramme which is devoted to improving organizational and individual performance.
Your Company is committed to deliver high quality and high performing products andservices to its customers. Your company has won Silver Medal in the National Awards forManufacturing Competitiveness 201718 for the Jhagadia site. World class practices such asTPM is adopted at our manufacturing sites while internal benchmarking programmes such asGalaxy Manufacturing Excellence Award (GMEA) are conducted annually.
This year your Company participated in Quality Circle Competitions wherein 11 teamswere felicitated under Gold category and 10 teams were felicitated by Silver trophy at 32ndAnnual Chapter Convention on Quality Concepts (Mumbai Chapter) whereas 2 Silver and 3Bronze awards received at Ankleshwar Chapter Convention Further your Company alsoreceived 14 awards in different categories in National Convention of Quality Concepts(NCQC 2018) which was held at Gwalior. This year focus on Product Stewardship has beenone of the core thrusts of your Company. Your Company focuses relentlessly on continuousquality improvement in all domains and adheres to international and current managementsystem certifications such as ISO 9001 (Quality) ISO 14001 (Environment) OHSAS 18001(Health and Safety) ISO 22716 (Cosmetic GMP) and Social Compliances such as EcoVadis andSMETA 4-pillar.
6. SUSTAINABILITY / RESPONSIBLE CARE
Your Company is committed to conduct its business in a socially and environmentallyresponsible way for the benefit of all its stakeholders. Your Company has extendedSustainability Goals 2020 to its manufacturing unit at Egypt with aspirational targets inaspects of Water Energy Greenhouse Gases and Waste. The performance of these goals isshared in our website and also in the Sustainability Report of your Company. Your Companyhas reviewed its Sustainability Policy and included implementation guideline in therevised policy.
Your Company received permission for using of Responsible Care Logo for a period of 3years (January 2018- December 2020) for manufacturing units in India. This signifies majorimprovements undertaken in areas of safety health environment and sustainability.
Your Company is working towards incorporating sustainability across its supply chain byengaging with its suppliers on their environment and social performance. Our manufacturingsites in India and Egypt are RSPO certified which reflects our commitment to asustainable palm oil supply chain.
7. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms 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 http:// www.galaxysurfactants.com/KnowUsBetter/CSRPolicy.
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 ? 3.19 Crores that were required to be spent on CSR activities under ScheduleVII your Company has disbursed ? 3.02 Crores and reasons for unspent amount are mentionedin Annexure C to this report.
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 following CSR initiatives:
|Sr. no. ||Name of CSR Initiative ||Description |
|1. ||Samajeek Utthan ||Construction of check dam with capacity of 1.15 Crores litre in Kharonda Village of District Palghar and also de-silting of 5 old check dams in Mokhada region of District Palghar. |
|2. ||Stree Unnati ||To empower young women staying in slums by providing them skill based trainings like beautician and para nursing courses. During the year 23 girls have now secured jobs after receiving training and are contributing to their family. |
|3. ||Vatavaran Suraksha ||Planted more than 927 trees during the year and cumulative around 43000 trees during last 5 years. |
|4. ||Arogya Vardheeni ||Blood donation of 615 units in 7 blood donation drives and two eye camps in Turbhe slum area in Navi Mumbai. |
8. FIXED DEPOSITS
Your Company has stopped accepting and renewing maturing deposits with effect from 1stFebruary 2014. All the deposits that were accepted had matured by 31st March2017 and were repaid except those remaining unclaimed. As on 31st March 2019your Company had no unclaimed deposits (unclaimed deposits as on 31st March2018 were ? 55000).
9. SUBSIDIARY COMPANIES
As of 31st March 2019 your Company has five wholly owned subsidiarieswithin the definition 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 Act read with Rule5 of the Companies (Accounts) Rules 2014 the salient features of the financial statementof each of our subsidiaries are set out in the prescribed format AOC-1 which forms part ofthe 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 on all working daysduring business hours at the registered office of your Company.
During the year no company had become subsidiary of your Company or ceased to be asubsidiary of your Company.
10. PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in the Annual Report in Annexure G whichforms part of this Report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other Particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the AnnualReport which forms part of this Report. Having regard to the provisions of the firstproviso to Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. The said information is availablefor inspection at the registered office of your Company during working hours and anymember interested in obtaining such information may write to the Company Secretary and thesame will be furnished on request.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Changes in the Composition in the Board of Directors and Key Managerial Personnel
During the year Mr. Sudhir D Patil Promoter and NonExecutive and Non-IndependentDirector ceased to be a director due his demise on 14th July 2018. Your Boardwould like to place on record its deep acknowledgements of the contributions made by LateMr. Sudhir Patil to the growth of your Company.
Mr. Uday K. Kamat (DIN 00226886) was appointed as an additional director w.e.f. 1stApril 2018 till the conclusion of 32nd Annual General Meeting and in the samemeeting of your Company he was appointed as a Non-Executive Director.
Your Board based on the recommendation of Nomination and Remuneration Committee hasco-opted Mr. Shashikant Shanbhag (DIN 00265103) as an Additional Director of your Company(NonExecutive) w.e.f. 10th August 2018 who shall hold the office till theconclusion of the ensuing Annual General Meeting of your Company.
Your Board has recommended the appointment of Mr. Shashikant Shanbhag as Non-ExecutiveNon-
Independent Director on the Board of your Company liable to retire by rotation. Hisappointment is covered in item no. 6 of the AGM notice as Special Business.
ii. Independent Directors
As on 31st March 2019 your Company has 4 Independent Directors on itsBoard.
As per the provisions of the Companies Act 2013 all Independent Directors of yourCompany were appointed for a term of five consecutive years not liable to retire byrotation. The Independent Directors have given the declaration of independence to yourCompany stating that they meet the criteria of independence as mentioned under Section149(6) of the Companies Act 2013.
Three of the Independent Directors viz. Mr. S. Ravindranath Mr. Subodh Nadkarni andMr. M. G. Parameswaran are completing their first term on the conclusion of 33rdAGM. Under the Companies Act 2013 they are eligible to be appointed for a second fixedterm of 5 years by a special resolution passed by the shareholders. Your Company hasgreatly benefited from their illustrious experience in large reputed corporates.Accordingly your Board considers it appropriate to recommend their reappointment for afurther fixed term of 5 years ending on 12th August 2024 except Mr. SRavindranath who would be reaching 75 years of age on 20th April 2022. Hencehis term of reappointment is restricted to such date. Their reappointment is covered inresolution nos. 15 to 17 of the AGM notice as Special Businesses.
iii. Reappointment of Directors Liable to Retire by Rotation
Your Board has 6 Directors who are liable to retire by rotation. The following twoDirectors would retire in the ensuing AGM and being eligible have offered themselves forreappointment.
|Name ||Designation ||DIN |
|Mr. Vaijanath Kulkarni ||Non-Executive; Non-Independent ||07626842 |
|Mr. K. Natarajan ||Executive Director & COO ||07626680 |
Your Board recommends reappointment of Mr. Vaijanath Kulkarni and Mr. K. Natarajan.These appointments are covered in Item Nos. 3 and 4 of the AGM notice as OrdinaryBusinesses.
iv. Key Managerial Personnel
During the year under review there was no change in the Key Managerial Personnel.
12. NOMINATION AND REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has framed a policy which inter alia lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of your Companyand criteria for selection and appointment of Board Members. The details of this Policyare annexed as Annexure D and forms an integral part of this Annual Report.
13. EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its committees culture execution and performance ofspecific duties obligations and governance. Your Board has carried out the annualperformance evaluation of its own performance Board Committees and Individual Directorspursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of theListing Regulations.
The details of programmes for familiarization of Independent Directors of your Companyis available on your Company's website www.galaxysurfactants.com .
14. BOARD COMMITTEES
In order to strengthen its functioning the Board of Directors has constituted thefollowing Committees as per the requirement of Companies Act 2013 and the SEBIRegulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility 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.
15. MEETINGS OF THE BOARD AND COMMITTEES
The details of the Board of Directors and Committees along with their compositionnumber of meetings held and attendance at the meetings are provided in the CorporateGovernance Report which forms part of this Annual Report.
Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings of theBoard of Directors' and General Meetings' respectively have been duly followed byyour Company.
16. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
(i) t hat in the preparation of the Annual Accounts for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating 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 31stMarch 2019 and of 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;
(iv) that the Directors had prepared the Annual Accounts on a going concern basis;
(v) t hat the Directors had laid down internal financial controls to be followed byyour Company and that 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.
17. AUDITORS Statutory Auditors
M/s. Deloitte Haskins & Sells LLP (Firm Registration Number 1 17366W/W-100018) wereappointed as Statutory Auditors of your Company at the Annual General Meeting held on 17thAugust 2017 for a term of 5 consecutive years i.e. from the conclusion of 31 st AnnualGeneral Meeting till the conclusion of 36th Annual General Meeting to be heldin 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 of the Audit Committee has appointedM/s. Nawal Barde Devdhe & Associates Cost Accountants in practice to audit the costaccounts of the Company for the Financial Year 2019-20. 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. 5 of the AGM Notice as SpecialBusiness.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. S. N. Ananthasubramanian & Co. Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor forFinancial Year 2018-19 is appended as Annexure F to this Board's Report.
There is no qualification reservations or adverse remarks made by the SecretarialAuditor in their report.
18. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS
The Company has formulated and implemented a framework on risk management to identifyand manage the risks involved in all the activities of your Company to maximize theopportunities and minimize adversity. This policy is intended to assist in decision makingprocesses that will minimize potential losses improve the management of uncertainty andthe approach to new opportunities thereby helping the Company to achieve its objectives.
Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The Board of Directors of your Companyare of the opinion that at present there are no elements of risks which may threaten theexistence of your Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and cover all offices factories and key businessareas. Significant audit observations and follow up actions thereon are reported to theAudit Committee.
Your Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Company's policies safeguardingof its assets prevention and detection of frauds & errors.
19. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
Your 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 were no complaints received in relation to sexualharassment. The policy for Prevention of Sexual Harassment is available on the website ofyour Company as given below.
20. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations'). A Report on Corporate Governance along with the Certificatefrom the Statutory Auditors of the Company confirming compliance with the conditions ofCorporate Governance as stipulated in the Listing Regulations forms part of this AnnualReport.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming an integral part of thisAnnual Report.
22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
a) Transfer of Unclaimed Dividend to IEPF
As required under Section 124 of the Act the unclaimed dividend amount aggregating toRs. 92100/- and ? 593/- unclaimed interest on fixed deposits lying with your Company fora period of seven years were transferred during the financial year 2018-19 to the InvestorEducation and Protection Fund established by the Central Government.
b) Transfer of shares to IEPF
As required under Section 124 of the Act 28400 equity shares in respect of whichdividend has not been claimed by the members for seven consecutive years or more havebeen transferred by your Company to the Investor Education and Protection
Fund Authority (IEPF) during the financial year 201819. Details of shares transferredhave been uploaded on the website of IEPF as well as your Company.
23. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report of your Company for the Financial year 2018-19 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.
24. DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT 2013
Pursuant to section 134 and any other applicable sections 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) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the Particulars relating to Conservation ofEnergy Technology Absorption and Foreign Exchange earnings and outgo are given inAnnexure A which is appended to this Board's Report.
b. Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 and Rule 12(1)of the Companies (Management and Administration) Rules 2014 the details forming part ofthe extract of the Annual Return in form MGT-9 is appended as Annexure B tothis Board's Report and it is also available on the website athttp://www.galaxysurfactants.com/ CommonCMS/InvestorRelation
c. Particulars of Loans Guarantees or Investments by the Company
Particular of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the Financial Statements provided in thisAnnual Report.
d. Related Party Transactions
The Policy on Related Party Transactions as approved by the Board has been hosted onthe website at http://www.galaxysurfactants.com/pdf/investorrelationpdfs/Policy-on-Related-Party- Transactions.pdf.
The Particulars of Related Party Transactions in prescribed Form AOC - 2 are annexed asAnnexure E and forms an integral part of this Report. There are no materiallysignificant related party transactions made by the Company with Promoters Director or KeyManagerial Personnel etc. which may have potential conflict with the interest of yourCompany at large.
The disclosure as required by Schedule V Clause A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is as under:
|Particulars ||Name of Subsidiary/firm || |
Maximum amount of loans / advances / investments outstanding during the year ended 31st March 2019
Amount outstanding at the end of the year i.e. 31st March 2019
|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. ||253.63 ||253.63 |
|Advances ||Galaxy Chemicals (Egypt) SAE ||0.85 ||0.34 |
|Advances ||TRI-K Industries Inc. ||0.45 ||0.45 |
e. Vigil Mechanism / Whistle Blower Policy
As per Section 177 of the Companies Act 2013 your Company has established a vigilmechanism for the Directors and employees to report genuine concerns. Your Company has avigil mechanism named Whistle Blower Policy to deal with instance of fraud andmismanagement if any. The Whistle Blower Policy is available on the website of yourCompany athttp://www.galaxysurfactants.com/pdf/investorrelationpdfs/Whistle%20Blower%20Policy.pdf.
f. Material Changes and Commitments
There 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
Your Company proposes not to transfer any amount to the General Reserve for theFinancial Year 2018-19.
h. Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
i. Reporting of frauds
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.
j. Maintenance of Cost Records
Your Company has made and maintained cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.
25. CAUTIONARY STATEMENT
Statements in the Directors' Report describing your Company's objectives expectationsor forecasts 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 influence your Company's operations include global and domestic demandand supply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.
26. APPRECIATION AND ACKNOWLEDGEMENT
Your Company is grateful to the Government of India the Governments of Maharashtra andGujarat and other Regulators for their continued co-operation support and guidance. YourCompany wishes to thank its investors banking community rating agencies and stockexchanges for their support. Your Company would like to take this opportunity to expresssincere thanks to all its valued customers dealers agents and suppliers for theircontinued support and patronage. Your Directors express their deep sense of appreciationto all the employees whose outstanding professionalism commitment and initiative has madethe organization's growth and success possible and continue to drive its progress.Finally your Directors wish to express their gratitude to the members for their trust andsupport.
| || ||For and on behalf of the Board |
| ||U. Shekhar ||K. Natarajan |
|Navi Mumbai ||Managing Director ||Executive Director & COO |
|28th May 2019 ||DIN: 00265017 ||DIN: 07626680 |