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Galaxy Surfactants Ltd.

BSE: 540935 Sector: Consumer
NSE: GALAXYSURF ISIN Code: INE600K01018
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OPEN 1691.00
PREVIOUS CLOSE 1636.20
VOLUME 977
52-Week high 2035.85
52-Week low 975.00
P/E 32.40
Mkt Cap.(Rs cr) 5,808
Buy Price 1630.00
Buy Qty 1.00
Sell Price 1646.00
Sell Qty 1.00
OPEN 1691.00
CLOSE 1636.20
VOLUME 977
52-Week high 2035.85
52-Week low 975.00
P/E 32.40
Mkt Cap.(Rs cr) 5,808
Buy Price 1630.00
Buy Qty 1.00
Sell Price 1646.00
Sell Qty 1.00

Galaxy Surfactants Ltd. (GALAXYSURF) - Director Report

Company director report

TO THE MEMBERS

Your Directors have great pleasure in presenting the Thirty Fourth (34th)Annual Report together with the Audited Statements of Accounts for the year ended March31 2020.

1. FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
REVENUE & PROFITS
Total Revenue from operations 1793.12 1996.36 2596.38 2762.99
Profit before Interest Tax & Depreciation 286.54 303.51 374.83 358.05
Less : interest & finance charges 16.90 20.44 23.80 30.00
Less : depreciation 39.94 28.70 62.19 51.20
Profit for the year before Tax 229.70 254.37 288.84 276.85
less : Provision for taxation
- current 58.12 73.58 61.34 82.55
- deferred (10.60) 12.34 (2.91) 3.32
Net Profit/(Loss) after Tax 182.18 168.45 230.41 190.98
RETAINED EARNINGS
Opening Balance of retained Earnings 720.48 603.78 797.88 658.65
add: Profit for the year 182.18 168.45 230.41 190.98
add: Other comprehensive income (2.18) (0.52) (2.18) (0.52)
less: appropriations: dividend
- interim dividend 49.64 17.73 49.64 17.73
- final dividend* 10.64 24.82 10.64 24.82
total dividend on equity Shares 60.28 42.55 60.28 42.55
Provision for corporate dividend tax on dividend 12.39 8.74 12.39 8.74
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 827.81 720.48 953.44 797.88

* Rs 24.82 cr is final dividend for 2017-18 paid in 2018-19 and Rs10.64 cr is final dividend for 2018-19 paid in 2019-20.

Operating Subsidiary - TRI-K Industries Inc. USA

Particulars

' Crores

USD 000's

2019-20 2018-19 2019-20 2018-19
REVENUE & PROFITS
Total Revenue from operations 339.65 323.89 47953 46410
Profit before Interest Tax & Depreciation 36.45 42.56 5146 6098
less : interest & finance charges 0.55 0.08 78 12
less : depreciation 3.91 4.19 552 601
Profit for the year before Tax 31.99 38.29 4516 5485
less : Provision for taxation
- current 3.12 8.88 441 1272
- deferred 4.33 (0.57) 610 (82)
Net Profit after Tax 24.54 29.98 3465 4295
RETAINED EARNINGS
Opening Balance of retained earnings 123.67 93.69 18504 14209
add: Profit for the year 24.54 29.98 3465 4295
Balance as at end of the Year 148.21 123.67 21969 18504

Operating Subsidiary - Galaxy Chemicals (Egypt) SAE

Particulars

' Crores

USD 000's

2019-20 2018-19 2019-20 2018-19
REVENUE & PROFITS
Total Revenue from operations 697.89 718.14 98531 102900
Profit/(Loss) before Interest Tax & Depreciation 53.51 51.10 7555 7322
Less : interest & Finance Charges 10.02 13.06 1416 1872
Less : Depreciation 18.41 18.39 2599 2634
Profit /(Loss) for the year before Tax 25.08 19.65 3540 2816
Net Profit after Tax 25.08 19.65 3540 2816
RETAINED EARNINGS
Opening Balance of Retained Earnings 7.91 (1174) (4188) (7004)
Add: Profit for the year 25.08 19.65 3540 2816
Balance as at end of the Year 32.99 7.91 (648) (4188)

2. DIVIDEND

The Board in its meeting held on March 16 2020 has declared an interimdividend of Rs 14/- per equity share (including one-time special dividend of Rs 6/- tocommemorate the 40th year of the establishment of Galaxy) i.e. 140% of nominalvalue of Rs 10/- each for the financial year 2019-20. the interim dividend shall be thefinal dividend for the year. the dividend has resulted in an outlay of Rs 59.84 crs(including Dividend Distribution tax of Rs 10.20 crs)

the dividend distribution Policy in terms of Regulation 43A of theSecurities and Exchange Board of india (Listing Obligations and disclosure requirements)regulations 2015 is in place and available on the website of the companyhttps://galaxysurfactants.com.

3. BUSINESS & FINANCIAL PERFORMANCE

the performance of your company for the year on a standalone andconsolidated basis is reflected by the following ratios:

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
EBITDA (% to Revenue from Operations) 16.0% 15.2% 14.4% 13.0%
Pat (% to Revenue from Operations) 10.2% 8.4% 8.9% 6.9%
ROACE(%) 23.6% 29.0% 23.5% 26.8%
RONW (%) 21.8% 23.3% 23.7% 23.9%
Debt : Equity Ratio 0.21 0.20 0.35 0.34
Earnings per Share (?) 51.38 47.51 64.99 53.87
Cash Earnings per Share (?) 62.65 55.61 82.53 68.31
Book Value per Share (?) 250.98 220.71 301.16 247.28

Your company successfully navigated challenging developments in thebusiness environment to post a growth of 4.4% in volumes relative to the previous year.Growth was driven by AMET - primarily driven by the recovery in the Egypt market. Aslowing and tepid Personal Care space in the developed markets saw rest of the worldregistering a 2.8% growth. india on the back of a slowing Home and Personal Care industrywhich declined in Q-4 FY 20 remained flat relative to the Previous Year.

Crisis in the NBFC sector led to financial systemic risk to the shadowbanking sector pain of which was fairly visible across various sectors. Risk aversenessof the formal banks led to further tightening which adversely affected consumption. Lackof adequate credit to the Home and Personal care distribution channels resulted inreduction

in inventory days which in turn impacted sales for your company inindia. the liquidity crisis was so profound that in order to keep the cycle movingmanufacturers of FMcG products had to pitch on behalf of its distributor partners in orderto enable its supply chain partners to access credit. the liquidity compression affectedthe stocking levels with distributors affecting offtake from your Company.

tepid demand lack of adequate liquidity and reduction in inventorydays saw the Home and Personal Care industry slowing down significantly in india this year- decline of which accelerated in Q-4 especially with the onset of Corona virus. Whilegrowing awareness of Health Hygiene and Home Care gives us hope; a bleak demand outlookon account of a slowing economy and declining consumption makes us cautious.

Outbreak of COVID-19 in Q-4 in China affected our exports of specialtycare products to the chinese market firstly which was subsequently followed bydisruptions in the supply chain to the European and uS markets. This followed by a lockdown in india from 24th of March 2020 completely brought the operations to astandstill during the final week of this financial year. While our units in india have gotimpacted by this our subsidiaries in Egypt and uSA continued to operate normally withrelatively fewer disturbances during this period.

Despite the headwinds your company invests for the long run. currentlybrownfield projects are under execution at Jhagadia and Tarapur. These projects would getcommercialized before the close of 2020-21. To meet future growth needs your company haspurchased a large parcel of land in Jhagadia located at a distance of 2 Kms from theexisting plant. Your company would utilize the lead time to obtain the necessaryenvironmental clearance so that the site is regulatory wise ready for further investmentsas we move forward.

Your company believes in partnering with the customers in the valuechain driven by its customer centric business philosophy of "consumer tochemistry". it participates actively in all the elements of the value chain startingfrom innovation to addressing the immediate needs of our customers to partnering with themfor developing sustainable and path breaking solutions for the end consumer. Acknowledgingthis distinction and for the long standing strategic partnerships your company shares withmany multinational regional and local customers it has received customer recognitionsfrom some of the reputed global and indian MNc's for the year under review. itsproduct GalSoft TiLS (G) a mild surfactant in the family of specialty products hasreceived Gold Award at the HPci exhibition held in February 2020 at Mumbai.

Your company supplies to more than 80 countries year on year on aconsistent basis. About 65% of its business is outside of india making it a large andconsistently growing exporter. it is for this consistent performance your company wasgiven the "Award of Excellency" by cHEMEXciL an award bestowed on companies whohave sustained their export performance for years.

Your company regularly invests in ReAcH registrations of its productsto establish its products in developed regulated markets. During the year 2019-20 it hasincurred Rs 3.8 crs in getting 3 products registered under ReAcH.

During the year we have secured 11 patents covering countries ofindia US and Brazil. Our earlier launch of GLi 21 a mild surfactant in the family ofspecialty products is seeing good traction and we are optimistic that this product wouldaddress the consumer needs of

transparent formulation of super mild and sulfate free surfactant forpremier applications.

cOViD-19 has resulted in a global economic wreck and a contraction inthe global GDP is a shocking reality. While growing awareness of Health Hygiene and Homecare augurs well for us decline in discretionary spending shall have an adverse impact onthe Beauty and Premium segments going ahead. in the long run with our exclusive focus onthe Home and Personal care space your company will recover relatively faster. For yourcompany the cOViD-19 impact is from supply chain uncertainty than from demanddestruction. Further the multi-decade relationships with our customers and strong focuson sustainable innovation shall enable us to emerge stronger in the post cOViD-19 era.

FINANCIAL PERFORMANCE

Your company has posted excellent financial performance during the yearin a challenging environment. Against the consolidated volume growth (adjusted) of 4.4 %the PAT grew by 20.6%. This has been achieved against deteriorating growth adversegeopolitical conditions volatility in currency and feedstock market and start of thecOViD-19 pandemic. Given the continuous decline in the price of a major feedstock thevolume growth does not reflect in the sales revenue.

During the year our expansion in Jhagadia was fully completed andcommissioned. Subsidiary in USA (TRi-K industries inc.) shifted the plant to a new site onfreehold land removing the infrastructure constraints experienced in leasehold location.Your company is in the process of augmenting its R&D capabilities by expansion at itsR&D centre at TTc Navi Mumbai. Ongoing brown field expansions at Jhagadia and Tarapurwould get completed during 2020-21 along with the infrastructure for our R&D centre.Despite the ongoing capex your company has been able to maintain the Debt Equity ratio atthe same levels as in the previous year.

During the year your company has partly redeemed the Preference Sharesissued by the investment Holding Subsidiary located in Mauritius for a value of uSD 5.35Mio. The standalone financials include net loss on the revaluation of investment inPreference Shares of Rs 0.15 crs in FY 2019-20 as against a gain of Rs 33.41 crs in FY2018-19.

The base corporate tax rate in india has been reduced during the yearfrom 30% to 22%. This has reduced the effective taxation rate at Standalone andconsolidated level. The benefit from the lower tax rate is Rs 22.5 crs in the form of taxsavings for the year and a one-time reversal of deferred tax liability of Rs 9.4 crs.

The Return on Average Net Worth of your Company for the year is 23.7%.This results in an EPS growth of 20.6 % from Rs 53.87 in FY 2018-19 to Rs 64.99 in FY2019-20. the book value of the share has increased to Rs 301.16 (an increase of 21.8%)after a dividend of Rs 14 per share for the year 2019-20 including an interim dividend ofRs 8/- and special dividend of Rs 6/- on reaching four decades of business by GALAxY.composite interim and special dividend of Rs 14 shall be the final dividend as well forthe year.

Given your company's focus on Home and Personal care ingredientssegment which addresses safety and hygiene needs and the wide basket of products cateringto mass masstige and premium consumption wide customer base and global geographicalspread covering more than 80 countries on a consistent basis as on date your Company doesnot foresee any significant deterioration in it's financial profile during COViD-19time and would use this opportunity to emerge stronger.

4. PEOPLE ENERGY

People Energy visualizes the growth and sustainability of theorganization through the Lens of Talent as it is the prime driver to foster sustainedbusiness performance custodianship of culture by upholding the values and catering to thedynamic needs of all stakeholders including customers partners and employees. The peopledevelopment interventions have a direct and long term impact in maintaining and sustainingoverall productivity help identify and address the talent gaps and overall competencydevelopment.

The focus continues to be on aligning the core culture along with the 6Leadership Pillars which is known as "Galaxy Way of Leading" and centered aroundbringing excellence and outperformance in areas of innovation Talent customers andSustainability.

Your company has been recognized as a Great Place to Work by GreatPlace to Work institute. This certification is the hallmark for an organization in itsjourney to build a High-Trust High-Performance Culture. Focused efforts are made towardssurpassing own culture assessment results and keep raising the bar as the aspiration is tobe in the Top 100 best workplaces.

Continual focus remained on Leadership Development Talent ManagementCareer Development Journeys Upgrading and Upskilling programmes Mentoring and ActionLearning projects resulting into growth of individual and organization alike.

5. QUALITY

Your Company is committed to deliver consistently high quality and highperforming products and services to its customers.

Your Company focuses relentlessly on continuous improvement in qualityin all domains and implemented key Best Practices at our sites which enables it to meetthe stringent quality benchmarks set by multinational customers for the productqualifications.

Your Company has won GOLD Medal in the National Awards forManufacturing Competitiveness (NAMC) 2018-19 for the Jhagadia site. World class practicessuch as TPM are adopted at the manufacturing sites while internal benchmarking programmessuch as Galaxy Manufacturing Excellence Award (GMEA) are conducted annually. This yearagain your Company participated in Quality Circle Competitions wherein all theparticipating teams were felicitated under GOLD category at 33rd Annual ChapterConvention on Quality Concepts (Mumbai Chapter).

Under the umbrella of Product Stewardship your Company has furtherstrengthened on Eco-integrations Sustainable Product Development Product Safety andSecurity. Product customizations and offering solution to meet consumer trends have beenyet another feature to deliver good value for money to the customers.

6. SUSTAINABILITY / RESPONSIBLE CARE

Your Company conducts its business in a socially responsibleenvironmentally sustainable and economically viable manner through stakeholder inclusiveprocess. Sustainability is an important part of your Company's business approach togive attention to the environment and provide sustainable technological development. YourCompany has Sustainability Cell which is a three-tier structure with Steering Committee atApex comprising Board of Directors. Sustainability cell members meet thrice a year toassess and review the sustainability and business responsibility performance.

At your Company sustainability and business growth goes hand in hand.Your Company has implemented several sustainability initiatives that have helped inminimizing environmental impacts of its operations and actively contribute to social andeconomic development of the communities. Key focus areas have been improving energyefficiency increasing renewable energy consumption reducing waste generation minimizingwater consumption and mitigating climate change risks. Your Company has also incorporatedgroup-wide sustainability policy that has helped to minimize its environmental footprintand streamline business processes based on sustainability approach. Your Company hasachieved certification of iSO 50001:2018 Energy Management System for its Talojamanufacturing unit. Your Company has been selected as one of the finalists in AsiaSustainability Reporting Awards 2019 in Asia's Best Environmental Reporting categoryfor its 8th Sustainability Report 2018-19.

Your Company has achieved consistent progress in Carbon DisclosureProject (CDP) 2019 with Score as B - Management Level for climate change as well as WaterSecurity modules.

your company has certifications of Responsible care and RSPO(roundtable on Sustainable Palm Oil) that promotes safe and sustainable practices in thechemical industries. your company has received permission for using of responsible carelogo for a period of 3 years (January 2018 - December 2020) for its manufacturing units inIndia. This signifies major improvements undertaken in areas of safety healthenvironment and sustainability. your company has initiated adoption of 7th code-Security code under the voluntary requirements of responsible care in india. your companyis working towards incorporating sustainability across its supply chain by engaging withits suppliers on their environment and social performance. your company'smanufacturing sites in India and Egypt are RSPO certified which reflects its commitmentto a sustainable palm oil supply chain.

your company continuously engages with its supply chain partners toimprove operational efficiency and integrate sustainability considerations into valuechain. The focus in this year was to increase strategic engagement with suppliers onsustainability agenda and develop sustainability awareness of local suppliers. yourcompany conducts periodical site assessment for suppliers and checks the performance ofnon-financial indicators as well. The company has initiated interaction with suppliers formutual value creation on sustainability front.

The performance of Sustainability Goals and initiatives are shared onwebsite and also in the Sustainability Report of your company.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the companies Act 2013read with companies (corporate Social

Responsibility Policy) Rules 2014 the Board of Directors of yourcompany have constituted a corporate Social Responsibility ("cSR") committee.The composition and terms of reference of the cSR committee are provided in the corporateGovernance Report which forms part of this Annual Report.

your company has also formulated a cSR Policy and the same is availableon your company's website at https://www.galaxysurfactants.com/about/our-policies.aspx.

All the cSR activities of your company are in compliance with theguidelines prescribed under Section 135 of the companies Act 2013. cSR committee reviewedand updated the cSR Policy covering the objectives focus areas budget monitoring &reporting among others.

Following are the highlights of cSR Activities undertaken by thecompany during the year:

Sr. Focused no. CSR Projects Description
1. Arogya Vardheeni your company has supported 100 Tribal creches in 54 villages of chhattisgarh by providing nutritional food to 1100 underprivileged and malnourished infants;
your company conducted 9 free Health cum Eye camp in nearby slums and villages of Raigad Maharashtra & Bharuch Gujarat covering 1560 people and distributed 742 spectacles free of cost and 47 cataract operations were successfully completed.
Sr. Focused no. CSR Projects Description
2. Gyan Sanjeevani Your company constructed 4 new classrooms and a Multipurpose Hall for a School in village Walia near Jhagadia Plant Gujarat;
Distributed 35568 notebooks to over 5952 students during the year. cumulatively till date distributed 149022 Notebooks to over 36000 students at schools at various places in Maharashtra and Gujarat.
3. Samajeek Utthan construction of Water Tank for the Villagers near Jhagadia Plant;
Your company started an integrated Village Development project in draught prone region of Nanded on the concept of Rain Water Harvesting model of ridge to valley.
Your company is supporting construction of a shelter home for education and vocational training of Divyaang persons in Pen District Raigad Maharashtra.
4. Vatavaran Suraksha Planted 4510 trees during the year and cumulative 45328 trees in last 6 years at various places in Maharashtra Gujarat and Tamilnadu;
Your company extended support for de-silting of a pond resulting in additional water capacity of 5.76 crore liters of water for Village chatale District Palghar Maharashtra.
5. Stree Unnati To empower young women staying in slums at Turbhe- Navi Mumbai company provided them livelihood skill based trainings like Beautician Retail & Sales Para nursing etc.;
During the year 198 girls / women were imparted training out of which 120 girls have now secured jobs and are contributing to their family. Till date 462 women have been trained and 331 are working;
Additionally tailoring training along with Sewing Machine were provided to 87 women during the year. Till date 173 Sewing Machines are provided.
6. Aapda Rahat Your company provided over 1000 food packets + hygiene kits to floods affected victims of District Kolhapur and Sangli of Maharashtra by our volunteers personally to each individual household;
Your company rebuilt 14 damaged houses and rehabilitated 14 families of the above districts who became homeless after the flood.

Against Rs 3.58 Crore that were required to be spent on CSR activitiesunder Schedule Vii your company has disbursed Rs 3.32 crore and reasons for unspentamount are mentioned in "Annexure c" to this report.

a detailed report on amount spent on different activities resultsachieved on the initiatives undertaken by your company is attached with "Annexurec".

8. FIXED DEPOSITS

Your company has stopped accepting and renewing maturing deposits witheffect from February 1 2014. All the deposits that were accepted had matured by March 312017 and were repaid except those remaining unclaimed. As on march 31 2020 your companyhad no unclaimed deposits.

9. SUBSIDIARY COMPANIES

As of march 31 2020 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 theaffairs of the subsidiaries. in accordance with Section 129(3) of the companies Act 2013your company has prepared consolidated Financial Statements of the company and all itssubsidiaries in compliance with the applicable accounting standards which forms part ofthis Annual Report.

Pursuant to the provisions of sub section (3) of section 129 of thecompanies Act 2013 read with Rule 5 of the companies (Accounts) Rules 2014 the salientfeatures of the financial statement of each of our subsidiaries are set out in theprescribed format AOc-1 which forms part of the Financial Statements section of thisAnnual Report.

Further pursuant to the provisions of section 136 of the companiesAct 2013 the Financial Statements of subsidiary companies are uploaded on the website ofyour company i.e. www.galaxvsurfactants.com and shall also be available for inspection atthe registered office of your company with prior notice.

During the year no company had become subsidiary of your company orceased to be a subsidiary of your company.

10. PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the companies Act 2013 read with Rule 5(1) of the companies(Appointment and Remuneration of managerial Personnel) Rules 2014 is provided in theAnnual Report in Annexure G which forms part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the companies (appointment and remuneration ofManagerial Personnel) rules 2014 as amended a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules are provided in the annual report which forms part of this report. Havingregard to the provisions of the first proviso to Section 136(1) of the companies act2013 the annual report excluding the aforesaid information is being sent to the membersof the company. The said information is available for inspection at the registered officeof your company with prior notice and any member interested in obtaining such informationmay write to the company Secretary and the same will be furnished on request.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your company rejoiced the selection of Mr. u. Shekhar managingDirector of your company as a finalist for the EY Entrepreneur of the year award 2019.this is a stellar acknowledgement for co-creating Galaxy as a globally recognized brandwith 4 other partners in its journey from a startup in 1980 to an indian MNc.

i. Changes in the Composition in the Board of Directors and KeyManagerial Personnel

the appointment of Mr. Shashikant Shanbhag (Din 00265103) asNon-Executive director was approved by the members in the 33rd annual GeneralMeeting.

three of the independent directors viz. Mr. S ravindranath Mr. SubodhNadkarni and Mr. M G Parameswaran who were appointed as independent directors of thecompany till 33rd annual General Meeting were re-appointed passing Specialresolution by the Members in the above meeting as an independent directors for theirsecond term of 5 years except Mr. S ravindranath who would be reaching 75 years of age onapril 20 2022.

ii. Independent Directors

As on March 31 2020 your company has 4 independent directors on itsBoard.

As per the provisions of the companies act 2013 all independentdirectors of your company were appointed for a term of five consecutive years not liableto retire by rotation. the independent directors have given the declaration ofindependence to your company stating that they meet the criteria of independence asmentioned under Section 149(6) of the companies act 2013.

Mrs. Nandita Gurjar independent director of the company is completingher first term on the

conclusion of 34th AGM. under the companies act 2013 she iseligible to be reappointed for a second fixed term of 5 years by a Special resolutionpassed by the members. your company has greatly benefited from her illustrious experiencein large reputed corporates. accordingly your Board considers it appropriate to recommendher reappointment for a further fixed term of 5 years. the proposal for reappointment ofMrs. Gurjar is covered in resolution no. 10 of the AGM notice as Special Business.

iii. Reappointment of Directors Liable to Retire by Rotation

your Board has 7 directors who are liable to retire by rotation. thefollowing two directors would retire in the ensuing AGM and being eligible have offeredthemselves for reappointment.

Name Designation DIN
Mr. K Ganesh Executive director 07767220
Kamath (Finance) & cFO
Dt Nirmal Koshti Non-Executive director 07626499

your Board recommends reappointment of Mr. K Ganesh Kamath and dr.Nirmal Koshti. these appointments are covered in item Nos. 4 and 5 of the AGM notice asOrdinary Business.

iv. Key Managerial Personnel

during the year under review there was no change in the Key ManagerialPersonnel.

12. NOMINATION AND REMUNERATION POLICY

the Board of directors on the recommendation of the Nomination &remuneration committee has framed a policy which inter alia lays down a framework inrelation to remuneration of directors Key Managerial Personnel and Senior Management ofyour company and criteria for selection and appointment of Board members. the said Policyis annexed as "Annexure D" and forms an integral part of this report.

13. EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the companies Act 2013 and the SEBi(Listing Obligations and disclosure requirements) regulations 2015 a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its committees culture executionand performance of specific duties obligations and governance. your Board has carried outthe annual performance evaluation of its own performance Board committees and individualdirectors pursuant to the provisions of the companies Act 2013 and regulation 17 (10) ofthe Listing regulations.

The details of programmes for familiarization of independent Directorsof your Company is available on your company's website www.galaxysurfactants.com.

14. BOARD COMMITTEES

in order to strengthen its functioning the Board of Directors hasconstituted the following committees as per the requirement of Companies Act 2013 and theSEBi 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 andmeetings held during the year are provided in the Corporate Governance Report which formspart of this Annual Report.

15. MEETINGS OF THE BOARD AND COMMITTEES

The details of the Board of Directors and Committees along with theircomposition number of meetings held and attendance at the meetings are provided in theCorporate Governance Report which forms part of this Annual Report.

Secretarial Standards:

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

16. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013:

(i) that in the preparation of the Annual Accounts for the year endedMarch 31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) that the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312020 and of the profit and loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of

Companies Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the Annual Accounts on a goingconcern basis;

(v) t hat the Directors had laid down internal financial controls to befollowed by your Company and that such internal financial controls are adequate and wereoperating effectively; and

(vi) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

17. AUDITORS

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration Number117366W/W-100018) were appointed as Statutory Auditors of your Company at the AnnualGeneral Meeting held on August 172017 for a term of 5 consecutive years i.e. from theconclusion of 31st Annual General Meeting till the conclusion of 36thAnnual General Meeting to be held in the year 2022.

The Report given by the Auditors on the Financial Statements of yourCompany is part of this Annual Report. There is no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.

Cost Auditors

Your Board of Directors based on recommendation of the Audit Committeehas appointed M/s. Nawal Barde Devdhe & Associates Cost Accountants in Practice toaudit the cost accounts of the Company for the Financial Year 2020-21. in term of Rule 14of the Companies (Audit and Auditors) Rules 2014 the remuneration payable to the CostAuditor is required to be ratified by the members. Accordingly a resolution seekingratification by the members for the remuneration is listed as item No. 6 of the AGM Noticeas Special Business.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. S. N. Ananthasubramanian & Co. Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Report of the SecretarialAuditor for Financial Year 2019-20 is appended as "Annexure F" to thisBoard's Report.

There is no qualification reservations or adverse remarks made by theSecretarial Auditor in their report.

18. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS

Your company has formulated and implemented a framework on riskmanagement to identify and manage the risks involved in all the activities of yourcompany to maximize the opportunities and minimize adversity. This framework is intendedto assist in decision making process that will minimize potential losses improve themanagement in the phase of uncertainty and the approach to new opportunities therebyhelping the company to achieve its objectives. the Board has also constituted RiskManagement committee effective from April 1 2019.

major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. 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 itsbusiness.

With a renewed focus on Automation and strengthening of IT systems andcontrols during the year your company has embarked upon many development projects whichwill go a long way in automation of processes and bringing further improvement of processcontrols.

The company's internal control systems are commensurate with thenature of its business and the size and complexity of its operations. These are routinelytested and certified by Statutory as well as Internal Auditors and cover all officesfactories and key business areas. Significant audit observations and follow up actionsthereon are reported to the Audit committee.

Your company has adopted the policies and procedures for ensuring theorderly and efficient conduct of business including adherence to the company'spolicies safeguarding of 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 nogender bias. Your company believes and ensures that all employees work in an environmentthat is free from all kinds of harassments including sexual harassment of women. Asrequired under the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your company has constituted an Icc (Internalcomplaints committee). During the year under review there were no complaints

received in relation to sexual harassment. The policy for Prevention ofSexual Harassment is available on the website of your company as given below.

https://www.galaxysurfactants.com/pdf/corporate-

governance/policies/Sexual-Harassment-Policy.pdf

20. CORPORATE GOVERNANCE

Your company is committed to maintain highest standards of corporateGovernance. Your company continues to be compliant with the requirements of corporateGovernance as enshrined in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A Report on corporate Governance along with the certificate from theStatutory Auditors of the company confirming compliances with the conditions of corporateGovernance as stipulated in the Listing Regulations forms part of this Annual Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on the Management Discussion and Analysis for the year underreview as stipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming an integralpart of this Annual Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF

As required under Section 124 of the companies Act 2013 the unclaimeddividend amount aggregating to Rs 242000/- and Rs 736/- unclaimed interest on fixeddeposits lying with your company for a period of seven years were transferred during thefinancial year 2019-20 to the Investor Education and Protection Fund established by thecentral Government.

b) Transfer of shares to IEPF

As required under Section 124 of the companies Act 2013 27050 equityshares in respect of which dividend has not been claimed by the members for sevenconsecutive years or more have been transferred by your company to the Investor Educationand Protection Fund Authority (IEPF) during the financial year 2019-20. Details of sharestransferred are available on the website of IEPF as well as your company.

23. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report of your company for the Financialyear 2019-20 forms part of this Annual Report as required under Regulation 34(2)(f) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

24. DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT 2013

Pursuant to section 134 and any other applicable sections of theCompanies Act 2013 (the Act) following disclosures and information is furnished to theshareholders:

a. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

As required under section 134(3)(m) of the act 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 in"Annexure a" 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 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 at http://www.galaxysurfactants.com

c. Particulars of Loans Guarantees or Investments by the Company

Particular of loans guarantees and investments covered under Section186 of the Act form part of the notes to the Financial Statements provided in this AnnualReport.

d. Related Party Transactions

The Policy on Related Party Transactions as approved by the Board isavailable on the website at https://www.galaxysurfactants.com/pdf/corporate-governance/policies/Policy-on-Related-Party- Transactions.pdf

The particulars of Related Party Transactions in prescribed Form AOC -2 are annexed as "Annexure E" and forms an integral part of this Report. Thereare 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 SEBi (ListingObligations and Disclosure Requirements) Regulations 2015 is as under:

Particulars Name of Subsidiary/Firm Maximum amount of loans / advances / investments outstanding during the year ended March 31 2020 Amount outstanding at the end of the year i.e. March 31 2020
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. 253.63 215.35
Advances Galaxy Chemicals (Egypt) SAE 1.30 0.72
Advances TRi-K industries inc. 0.64 0.21

e. Vigil Mechanism / Whistle Blower Policy

As per Section 177 of the Act 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 at https://www.galaxvsurfactants.com/pdf/corporate-governance/policies/Whistle-Blower- Policy.pdf

f. Material Changes and Commitments

There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the financial year towhich the financial statement relates and the date of the report.

g. Transfer to Reserves

Your Company proposes not to transfer any amount to the General Reservefor the Financial Year 2019-20.

h. Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your company and its futureoperations.

i. Reporting of frauds

there was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit committee and / or Board underSection 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 thecentral Government under sub-section (1) of Section 148 of the Act.

25. CAUTIONARY STATEMENT

Statements in the Directors' report describing your company'sobjectives expectations or forecasts may be forward-looking within the meaning ofapplicable laws and regulations. Actual results may differ materially from those expressedin the statement. important factors that could influence your company's operationsinclude global and domestic demand and supply

conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations.

26. APPRECIATION AND ACKNOWLEDGEMENT

Your company acknowledges the untiring efforts taken by theGovernments health care professionals law enforcement agencies and other people on thefrontline in controlling the outbreak of the cOViD-19 pandemic.

Your company is grateful to the Government of india the Governments ofMaharashtra and Gujarat the Government of countries where our subsidiaries are locatedand other Regulators for their continued cooperation support and guidance. Your companywishes to thank its investors banking community rating agencies and stock exchanges fortheir support. Your company would like to take this opportunity to express sincere thanksto all its valued customers dealers agents and suppliers for their continued support andpatronage. Your Directors express their deep sense of appreciation to all the employeeswhose outstanding professionalism commitment and initiative has made theorganization'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
June 25 2020 DIN: 00265017 DiN: 07626680

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