You are here » Home » Companies » Company Overview » GFL Ltd

GFL Ltd.

BSE: 500173 Sector: Financials
NSE: GFLLIMITED ISIN Code: INE538A01037
BSE 11:05 | 09 Dec 77.40 0.10
(0.13%)
OPEN

77.20

HIGH

78.00

LOW

76.55

NSE 10:59 | 09 Dec 77.65 0.40
(0.52%)
OPEN

78.00

HIGH

78.40

LOW

76.45

OPEN 77.20
PREVIOUS CLOSE 77.30
VOLUME 2825
52-Week high 118.80
52-Week low 61.00
P/E
Mkt Cap.(Rs cr) 851
Buy Price 77.50
Buy Qty 200.00
Sell Price 77.80
Sell Qty 100.00
OPEN 77.20
CLOSE 77.30
VOLUME 2825
52-Week high 118.80
52-Week low 61.00
P/E
Mkt Cap.(Rs cr) 851
Buy Price 77.50
Buy Qty 200.00
Sell Price 77.80
Sell Qty 100.00

GFL Ltd. (GFLLIMITED) - Director Report

Company director report

The Scheme of Arrangement ("the Scheme") between GujaratFluorochemicals Limited now known as GFL Limited ("the Company" or "thedemerged company") and Inox Fluorochemicals Limited now known as GujaratFluorochemicals Limited ("the resulting company") for demerger of the ChemicalBusiness Undertaking of the demerged company into the resulting company was approved byHon'ble National Company Law Tribunal Ahmedabad Bench on 4th July 2019. The saidNCLT Order was filed by both the companies with the Registrar of Companies on 16th July2019 making the Scheme operative from that date. Accordingly all the assets andliabilities pertaining to the Chemical Business Undertaking as defined in the Schemeincluding employees and investment in subsidiaries and joint venture pertaining to thesaid Chemical Business stand transferred and vested into the resulting company from itsAppointed Date i.e. 1st April 2019. The name of the Company was changed from GujaratFluorochemicals Limited to GFL Limited w.e.f. 17th July 2019.

To

The Members

GFL Limited

(Formerly known as Gujarat Fluorochemicals Limited)

Your Directors take pleasure in presenting to you their Thirty ThirdAnnual Report of your Company together with Audited Financial Statements for the FinancialYear ended on 31st March 2020.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended 31stMarch 2020 is highlighted below:

Sr. No. Particulars Consolidated Standalone
2019-20 2018-19 2019-20 2018-19
I. Revenue from Operations 270364 296884 - -
II. Other income 3002 3885 4788 4833
III. Total Revenue (I+II) 273366 300769 4788 4833
IV. Less: Total Expenses 301110 303855 388 48
V. Less: Expenditure Capitalised 19758 - -
VI. Net Expenses (IV-V) 301110 284097 388 48
VII. Share of profit / (loss) of joint ventures and associates (51) (24) - -
VIII. Profit before exceptional items and tax (III-VI+VII) (27795) 16648 4400 4785
IX. Exceptional items - (500) - -
X. Profit before tax (VIII+IX) (27795) 16148 4400 4785
XI. Total Tax expense (4149) 5846 991 1672
XII. Profit/(Loss) for the period (X-XI) (23646) 10302 3409 3113
XIII. Profit from discontinued operations (after tax) - 124608 - 124618
XIV. Other comprehensive income (including discontinued operations) (29) 208 (2) (110)
XV. Total comprehensive income(XII+XIII+XIV) (23675) 135118 3407 127621
Attributable to
- Owners of the Company (12349) 130664 - -
-Non-controlling interests (11326) 4454

Detailed analysis of the Financial and Operational Performance of theCompany has been given in the Management Discussion and Analysis forming part of thisAnnual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as "Listing Regulations") and applicable provisions of the Companies Act2013 read with the Rules issued there under the Consolidated Financial Statements of theCompany for the Financial Year 2019-20 have been prepared in compliance with applicableAccounting Standards and on the basis of Audited Financial Statements of the Company itssubsidiaries and associate companies as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'Report form part of this Annual Report. The Audited Standalone and Consolidated FinancialStatements for the Financial Year 2019-20 shall be laid before the Annual General Meetingfor approval of the Members of the Company.

3. SCHEME OF ARRANGEMENT

During the Financial Year under review The Hon'ble NationalCompany Law Board Tribunal Ahmedabad Bench (NCLT) vide its order dated 4thJuly2019 has approved a Scheme of Arrangement between the Company (Demerged Company) andGujarat Fluorochemicals Limited (Resulting Company) for transfer of Chemical BusinessUndertaking of Demerged Company to the Resulting Company. In view of the said order theCompany has transferred all Assets and Liabilities pertaining to Chemical BusinessUndertakings to the Resulting Company with effect from 01st April 2019.

4. ACTIONS ARISING OUT OF APPROVAL OF THE SCHEME OF ARRANGEMENT

During the Financial Year under review pursuant to NCLT order andScheme or Arrangement referred to in Para 3 above the Company has taken following action:

Change of name of the Company

Pursuant NCLT Order referred to Para 3 above the name of the Companyis changed from Gujarat Fluorochemicals Limited to GFL Limited with effect from 17thJuly 2019.

5. DIVIDEND

Your Directors after considering various external factors that mayhave an impact on the business of the Company have not recommended any dividend for theFinancial Year ended 31st March 2020.

In accordance with Regulation 43A of the Listing Regulations theCompany has formulated a ‘Dividend Distribution Policy' and details of the samehave been uploaded on the Company's website http://www.gfllimited.co.in/pdf/company_policies/gfl20limited_dividend_ distribution_policy.pdf and annexed tothis report as

Annexure A.

6. TRANSFER OF UNPAID DIVIDEND /UNCLAIMED AMOUNT AND SHARES TOINVESTOR EDUCATION AND PROTECTION FUND

During the year under review the Company has credited Unpaid Dividend(Final – FY 2011-12 and Interim – FY 2012 -13) aggregating to H 25.82 lakhs tothe Investor Education and Protection Fund (IEPF) pursuant to the provisions of theCompanies Act 2013.

In accordance with the provisions of Companies Act 2013 the Companyduring the Financial Year 2019-20 has transferred 103371 equity shares of H 1 each tothe credit of IEPF Authority in respect of which dividend had not been paid or claimed bythe members for seven consecutive years. The Company has uploaded on its website thedetails of unpaid and unclaimed amounts lying with the Company as on date of last AnnualGeneral Meeting (i.e. 18th September 2019) and details of shares transferredto IEPF. The aforesaid details are available on the Company's website http://www.gfllimited.co.in/IEPF_Shares.php and can be accessed at the website of the IEPF Authority(www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority shallremain frozen till the rightful owner claims the shares.

7. TRANSFER TO RESERVES

During the year under review the Company has not transferred anyamount to the General Reserves.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Re-appointment

At 33rd Annual General Meeting (AGM) followingreappointment is being proposed :

Shri Deepak Asher (DIN: 00035371) retires by rotation and beingeligible offers himself for re-appointment.

Necessary details in respect of Director seeking reappointment and hisbrief resume pursuant to Clause

36 of the Securities and Exchange Board of India Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) are provided in theNotice of the Annual General Meeting forming part of this Annual Report.

Retirements / Resignations

The following Directors have resigned during the Financial Year2019-20:

• Shri Anand Bhusari had resigned as Whole - time Director of theCompany with effect from 28th April 2019 with the intent of retiring fromactive professional life.

• Shri Chandra Prakash Jain Shri Rajagopalan Doraiswami ShriDinesh Kumar Sachdeva and Shri Sanath Kumar Muppirala had resigned as Directors of theCompany with effect from 14th August 2019 due to their pre-occupations.

Transfer of Key Managerial Personnel

The services of the following Key Managerial Personnel are transferredfrom the Company to Gujarat Fluorochemicals Limited in terms of Para 1.7 of the Scheme ofArrangement referred to in Para 3 above with effect from 1st August 2019

• Shri Vivek Jain – Managing Director and Chief ExecutiveOfficer

• Mr. Manoj Agrawal – Chief Financial Officer

• Mr. Bhavin Desai – Company Secretary and Compliance Officer

Appointment/change of Key Managerial Personnel

Consequent to the transfer of the existing Key Managerial Personnel tothe Resulting Company as per the Scheme referred to in Para 3 above the following KeyManagerial Personnel are appointed by the Company:

• Shri Devendra Kumar Jain – Managing Director and ChiefExecutive Officer (Appointed with effect from 01st August 2019)

• Mr. Nilesh Pandya - Chief Financial Officer (Appointed witheffect from 01st August 2019 and resigned with effect from 01stMarch 2020)

• Mr. Mukesh Patni – Chief Financial Officer (Appointed witheffect from 01st March 2020)

• Mr. Dhruv Shah - Company Secretary and Compliance Officer(Resigned with effect from 24th December 2019)

• Ms. Bhavi Shah - Company Secretary and Compliance Officer(Appointed with effect from 01st June 2020).

9. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is uploaded onthe Company's website www.gfllimited. co.in. Salient features and objectives of thePolicy are as follows:

a. To lay down criteria for identifying persons who are qualified tobecome Directors and who may be appointed in Senior Management of the Company inaccordance with the criteria laid down by Nomination and Remuneration Committee andrecommend to the Board their appointment and removal;

b. To formulate criteria for determining qualification positiveattributes and Independence of a Director;

c. To determine the composition and level of remuneration includingreward linked with the performance which is reasonable and sufficient to attract retainand motivate Directors KMP Senior Management Personnel & other employees to worktowards the long term growth and success of the Company.

10. DECLARATION OF INDEPENDENCE

The Independent Directors of the Company have given the declaration andconfirmation to the Company as required under Section 149(7) of the Companies Act 2013and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 confirming that they meet the criteria of independence and that they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgement and without any external influence.

11. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors aregiven in the Corporate Governance Report.

12. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for evaluation ofBoard as a whole Committees of the Board and individual Directors and Chairperson of theCompany were sent to all the Directors with a request to provide their feedback to theCompany on the Annual Performance Evaluation of Board as a whole Committees of BoardIndividual Directors and Chairperson of the Company fulfillment of the independencecriteria and independence of IndependentDirectorsfromthemanagementfortheFinancial Year2019-20. Further based on the feedback received by the Company the Board of Directors atits Meeting held on 14th February 2020 had noted that the Annual Performanceof each of the Directors is highly satisfactory and decided to continue the terms ofappointment of all the Independent Directors of the Company.

13. MEETINGS OF THE BOARD

During the year under review the Board met seven times and details ofBoard Meetings held are given in the Corporate Governance Report. The intervening gapbetween the two Meetings was within the time limit prescribed under Section 173 of theCompanies Act 2013 and Regulation 17 of the Listing Regulations.

14. DIRECTORS' RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OFSECTION 134 OF THE COMPANIES ACT 2013

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

i. in the preparation of the Annual Accounts for the Financial Yearended 31st March 2020 the applicable Accounting Standards and Schedule III ofthe Companies Act 2013 have been followed and there are no material departures from thesame;

ii. the Directors had selected such Accounting Policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the Profit of the Company for that period;

iii. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the Directors had prepared the Annual Accounts on a going concernbasis;

v. the Directors had laid down Internal Financial Controls to befollowed by the Company and that such Internal Financial Controls were 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.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

Except details given in Para 3 above there are no orders passed by theregulators or courts or tribunals impacting the going concern status and theCompany's operations in future.

16. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the Standalone FinancialStatements of the Company. For details please refer to Notes no 5(a) 5(b) and 6 of theStandalone Financial Statements of the Company.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Companyduring the year under review with Related Parties are approved by the Audit Committeeand/or Board as per the provisions of Section 188 of the Companies Act 2013 read withthe Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation23 of the Listing Regulations. During the year under review the Company had not enteredinto any contract / arrangement / transaction with Related Parties which could beconsidered material in accordance with the Policy of the Company on materiality of RelatedParty Transactions.

The Policy on materiality of Related Party Transactions and dealingwith Related Party Transactions as approved by the Board may be accessed on theCompany's website at the link: http://www.gfllimited.co.in/pdf/GFL%20-%20Related%20Party%20Transaction%20Policy.pdf

All transactions entered with Related Parties for the year under reviewwere on arm's length basis and hence disclosure in Form AOC -2 is not required to beannexed to this report.

18. DEPOSITS

The Company has not accepted any deposits covered under Chapter V ofthe Act.

19. SUBSIDIARIES AND ASSOCIATE COMPANIES

A separate statement containing the salient features of financialstatements of all Subsidiaries and Associates of the Company forms a part of consolidatedfinancial statements in compliance with Section 129 and other applicable provisions ifany of the Companies Act 2013. In accordance with Section 136 of the Companies Act2013 the financial statements of the subsidiaries joint ventures associate companiesare available for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofthe Annual General Meeting (‘AGM'). Any member desirous of obtaining a copy ofthe said financial statements may write to the Company Secretary at the Registered Officeof the Company. The financial statements including the consolidated financial statementsfinancial statements of subsidiaries and all other documents required to be attached tothis report have been uploaded on the website of the Company www. gfllimited.co.in. TheCompany has formulated a policy for determining material subsidiaries. The policy may beaccessed on the website of the Company www.gfllimited. co.in.

The Report on the performance and financial position of each of theSubsidiaries and Associates Companies of the Company is annexed to this report in Formno AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the CompaniesAct 2013 and Rule 5 of Companies

(Accounts) Rules 2014 is annexed to this report as

Annexure B.

20. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate withits size and nature of its business. The Board has reviewed Internal Financial Controls ofthe Company and the Audit Committee monitors the same in consultation with InternalAuditor of the Company.

21. VIGIL MECHANSIM

As per the provisions of Section 177(9) of the Act read with Regulation22(1) of the Listing Regulations the Company is required to establish an effective vigilmechanism for Directors and Employees to report Improper Acts or genuine concerns or anyleak or suspect leak of Unpublished Price Sensitive Information. The Company hasaccordingly establish a Vigil Mechanism and "Whistle Blower Policy" for all itsEmployees and Directors to report Improper Acts. The details of the said mechanism andpolicy are available on the Company's website www.gfllimited.co.in.

22. INDEPENDENT AUDITOR'S REPORT

There are no reservations modifications or adverse remarks in theIndependent Auditor's Report. The notes forming part of the accounts areself-explanatory and do not call for any further clarifications under Section 134 (3) (f)of the Companies Act 2013.

23. INDEPENDENT AUDITORS

Members at their 30th Annual General Meeting held on 28thSeptember 2017 had appointed M/s Kulkarni and Company Chartered Accountants Pune asIndependent Auditors of the Company from the conclusion of 30th Annual GeneralMeeting until conclusion of 35th Annual General Meeting. They have confirmedthat they are not disqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of Auditorsfor ratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the Annual General Meeting held on 28th September 2017.

24. COST AUDITOR

In terms of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Company is not required to appoint the Cost Auditor.

25. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2013 theCompany has appointed M/s Samdani Shah & Kabra a firm of Practising CompanySecretaries to conduct Secretarial Audit of the Company.

The Secretarial Audit Report given by M/s Samdani Shah & Kabra forthe financial year 2019-20 is annexed herewith as Annexure C in Form no. MR-3. TheSecretarial Audit

Report does not contain any qualification reservation or adverseremark.

During the year under review the Company has complied with theapplicable provisions of the Secretarial Standards.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of the Listing Regulations read with para B ofSchedule V is presented in a separate Section forming part of this Annual Report.

27. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V of ListingRegulations the Corporate Governance Report of the Company for the year under review andthe Auditors' Certificate regarding compliance of conditions of Corporate Governanceis annexed to this report as

Annexure G.

In compliance with the requirements of Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a certificate from theManaging Director and Chief Financial Officer of the Company who are responsible for thefinance function was placed before the Board.

All the Board Members and Senior Management Personnel of the Companyhad affirmed compliance with the Code of Conduct for Board and Senior ManagementPersonnel. A declaration to this effect duly signed by the Chairman and Managing Directoris annexed as a part of the Corporate Governance Report.

28. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing the various initiatives taken by the Company on the environmentalsocial and governance front forms an integral part of this report. The said report isavailable on the website of the Company www.gfllimited.co.in

29. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act 2013 read with Rule 12of the Companies (Management & Administration) Rules 2013 the extract of AnnualReturn as provided in Form no. MGT -9 is annexed to this report as

Annexure D.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in respect of conservation of energy technologyabsorption foreign exchange earnings and outgo required to be given pursuant to Section134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014is not applicable to the Company.

31. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as requiredunder Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are annexed to this report as

Annexure E.

In accordance with the provisions of Section 197 (12) of the CompaniesAct 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 a statement showing the name and other particularsof the employees drawing remuneration in excess of the limits set out in the said rule isannexed to this report.

In terms of Section 136 of the Companies Act 2013 the Report andAccounts are being sent to the Members of the Company excluding information onemployees' particulars which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining such information may write to the Company Secretary at the Registered Office ofthe Company.

32. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Companycomprises of Mr. Shanti Prashad Jain Independent Director Shri Vivek Jain Director andShri Deepak Asher Non Independent Director of the Company. The CSR Policy of the Companyis disclosed on the website of the Company which can be viewed at http://www.gfllimited.co.in/pdf/company_policies/gfllimited_csr_ policy.pdf. The report on CSRactivities as per Companies (Corporate Social Responsibility) Rules 2014 is annexed tothis Report as Annexure F.

33. INSURANCE

The Company's property and assets have been adequately insured.

34. RISK MANAGEMENT

The Company has minimal risks as it holds investment and loan in itssubsidiaries. The Company proactively identifies its business risks and systemicallyresolves all the risks.

35. REPORTING OF FRAUDS

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and rules framed thereunder either to theCompany or to the Central Government.

36. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual

Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Your Company has formed an Internal Complaints Committee (ICC) toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints receivedand disposed of during the year 2019-20.

No. of Complaints Received Nil
No. of Complaints disposed of Not Applicable

Hence the company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

37. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this report.

38. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agenciesfor the assistance co-operation and guidance received. Your Directors place on recordtheir deep sense of appreciation for the dedicated services rendered by the workforce ofthe Company.

By order of the Board of Directors
Place: New Delhi Devendra Kumar Jain
Date: 30th July2020 Chairman and Managing Director

.