(Earlier known as Gujarat Fluorochemicals Limited)
Your Directors take pleasure in presenting to you their Thirty Second Annual Report ofyour Company together with Audited Financial Statements for the Financial Year ended on 31stMarch 2019.
1. Financial Performance
The financial performance of your Company for the year ended 31st March2019 is highlighted below:
| || |
|Sr. No. Particulars || |
K in Lakhs
K in Lakhs
|2018-19 ||2017-18 ||2018-19 ||2017-18 |
|i Revenue from Operations ||569811 ||392129 ||273055 ||208431 |
|ii Other income ||11699 ||13279 ||13219 ||10302 |
|iii Total Revenue Income (I+II) ||581510 ||405408 ||286274 ||218733 |
|IV Less: Total Expenses ||499473 ||376500 ||216427 ||170506 |
|V Share of profit / (loss) of joint ventures and associates ||(36) ||(8) ||- ||- |
|Vi Profit before exceptional items and tax (III-IV+V) ||82001 ||28900 ||69847 ||48227 |
|Vii Exceptional items ||(1324) ||(957) ||(824) ||15403 |
|Viii Profit before tax (VI+VII) ||80677 ||27943 ||69023 ||63630 |
|iX Total Tax expense ||(54232) ||3936 ||(58708) ||14899 |
|X Profit/(Loss) for the period (VIII-IX) ||134909 ||24007 ||127731 ||48731 |
|Xi Other comprehensive income ||208 ||764 ||(110) ||168 |
|XII Total comprehensive income ||135117 ||24770 ||127621 ||48899 |
|Attributable to || || || || |
|- Owners of the Company ||130663 ||25999 ||- ||- |
|-Non-controlling interests ||4454 ||(1229) ||- ||- |
|Opening balance in Retained Earnings ||111949 ||107622 ||33790 ||9618 |
|Amount available for Appropriations ||237475 ||137576 ||161463 ||58418 |
|Dividend -Final-2018-19 ||3845 ||3844 ||3845 ||3844 |
|Tax on dividend ||790 ||783 ||790 ||783 |
|Transferred to General Reserves ||20000 ||20000 ||20000 ||20000 |
|Closing balance in Retained Earnings ||212840 ||111949 ||136828 ||33791 |
Detailed analysis of the Financial and Operational Performance of the Company has beengiven in the Management Discussion and Analysis forming part of this Annual Report.
2. Consolidated Financial Statements
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Consolidated Financial Statements of the Company for theFinancial Year 2018-19 have been prepared in compliance with applicable AccountingStandards and on the basis of audited financial statements of the Company itssubsidiaries joint ventures and associate companies as approved by the respective Boardof Directors.
The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report. The Audited Standalone and Consolidated Financial Statements for theFinancial Year 2018-19 shall be laid before the Annual General Meeting for approval of theMembers of the Company.
Your Directors considering the financial results and the performance of the Companyduring the year under review have recommended Dividend of र 3.50 per share (350%). Thetotal dividend pay-out (including dividend distribution tax on dividend pay-out) for theFinancial Year 2018-19 will be र 4635 Lakhs.
This dividend amounting to र 3845 Lakhs (excluding dividend tax) is subject to theapproval of the Members at the forthcoming Annual General Meeting and if approved memberswhose name appear on the Register of Members as on 13th September 2019 willbe entitled to the dividend.
In accordance with Regulation 43A of the Listing Regulations the Company hasformulated a 'Dividend Distribution Policy' and details of the same have been uploaded onthe Company's website www.gfllimited. co.in and is annexed to this report as Annexure -A
4. Transfer of unpaid Dividend/Unclaimed amount and shares to Investor Education andProtection Fund
During the year under review the Company has credited unpaid dividend aggregating to H34.34 Lakhs to the Investor Education and Protection Fund (IEPF) pursuant to theprovisions of the Companies Act 2013.
In accordance with the provisions of Companies Act 2013 the Company during theFinancial Year 2018 -19 has transferred 61643 equity shares of र 1 each to the creditof IEPF Authority in respect of which dividend had not been paid or claimed by themembers for seven consecutive years. The Company has uploaded on its website the detailsof unpaid and unclaimed amounts lying with the Company as on date of last Annual GeneralMeeting (i.e. 31st August 2018) and details of shares transferred to IEPF. Theaforesaid details are put on the Company's website https://www.gfllimited.co.in/unclaimed_dividend.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 shall remain frozen tillthe rightful owner claims the shares.
5. Transfer to Reserves
During the year under review the Company has transferred र 20000 Lakhs to GeneralReserves.
6. Directors and Key Managerial Personnel
Appointments / Re-appointments:
At the 32nd Annual General Meeting (AGM) following appointments /re-appointments are being proposed:
a. Appointment of Mr. Devendra Kumar Jain (DIN: 00029782) as Managing Director of theCompany.
b. Re-appointment of Mr. Pavan Jain (DIN: 00030098) who retires by rotation and beingeligible offers himself for reappointment.
c. Re-appointment of Mr. Shailendra Swarup (DIN: 00167799) and Mr. Shanti Prasad Jain(DIN: 00023379) as Independent Directors of the Company.
d. Re-appointment of Ms. Vanita Bhargava (DIN:07156852) as Independent Director of theCompany.
Necessary Resolutions in respect of Directors seeking re-appointment and their briefresume pursuant to Clause 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) areprovided in the Notice of the Annual General Meeting forming part of this Annual Report.
Retirements / Resignations
After the closure of the Financial Year 2018 -19 Mr. Anand Bhusari resigned asWhole -time Director of the Company with effect from end of business hours of 27thApril 2019 with the intent of retiring from active professional life on entering the 62ndyear of his life.
Further Mr Chandra Prakash Jain Mr Rajagopalan Doraiswami Mr Dinesh Kumar Sachdevaand Mr Sanath Kumar Mupiralla have resigned as Directors of GFL Limited w.e.f. 14thAugust 2019 due to their pre-occupations.
Transfer of Key Managerial Personnel
The Hon'ble National Company Law Tribunal Ahmedabad Bench by its Order dated July 42019 has approved the Scheme of Arrangement between Gujarat Fluorochemicals Limited (nowknown as "GFL Limited" or "the Demerged Company") and InoxFluorochemicals Limited (now known as "Gujarat Fluorochemicals Limited" or"the Resulting Company") and their respective shareholders under Sections 230to 232 of the Companies Act 2013 and all other applicable provisions of the CompaniesAct 2013 ("Scheme" or "the Scheme") for the demerger of ChemicalBusiness Undertaking from GFL Limited to Gujarat Fluorochemicals Limited.
Pursuant to the Clause 1.7 of the Scheme of Arrangement between Gujarat FluorochemicalsLimited (now known as GFL Limited) and Inox Fluorochemicals Limited (Now known as GujaratFluorochemicals Limited) the existing Key Managerial Personnel of the GFL Limited(earlier known as Gujarat Fluorochemicals Limited) as mentioned below shall be transferredto Gujarat Fluorochemicals Limited (earlier known as Inox Fluorochemicals Limited) w.e.f 1stAugust 2019
- Mr. Vivek Jain - Managing Director and Chief Executive Officer
- Mr. Manoj Agrawal - Chief Financial Officer
- Mr. Bhavin Desai - Company Secretary and Compliance Officer
Appointment of Key Managerial Personnel
Consequent to the transfer of the existing Key Managerial Personnel to the ResultingCompany the following mentioned persons shall be appointed as Key Managerial Personnel ofthe Company viz GFL Limited w.e.f 1st August 2019.
- Mr. Devendra Kumar Jain - Managing Director and Chief Executive Officer
- Mr. Nilesh Pandya - Chief Financial Officer
- Mr. Dhruv Shah - Company Secretary and Compliance Officer
7. Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is uploaded on the Company'swebsite www. gfllimited.co.in. Salient features and objectives of the Policy are asfollows:
a. To lay down criteria for identifying persons who are qualified to become Directorsand who may be appointed in Senior Management of the Company in accordance with thecriteria laid down by Nomination and Remuneration Committee and recommend to the Boardtheir appointment and removal.
b. To formulate criteria for determining qualification positive attributes andIndependence of a Director;
c. To determine the composition and level of remuneration including reward linked withthe performance which is reasonable and sufficient to attract retain and motivateDirectors KMP Senior Management Personnel & other employees to work towards the longterm growth and success of the Company.
8. Declaration of Independence
The Independent Directors of the Company have given the declaration and confirmation tothe Company as required under Section 149(7) of the Companies Act 2013 and Regulation25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015confirming that they meet the criteria of independence and that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgementand without any external influence
9. Familiarisation Programme for Independent Directors
Details of Familiarisation Programme for Independent Directors is given in theCorporate Governance Report.
10. Performance Evaluation
Performance Evaluation forms containing criteria for evaluation of Board as a wholeCommittees of the Board and individual Directors and Chairperson of the Company were sentto all the Directors with a request to provide their feedback to the Company on the AnnualPerformance Evaluation of Board as a whole Committees of Board Individual Directors andChairperson of the Company for the Financial Year 2018-19. Further based on the feedbackreceived by the Company the Nomination and Remuneration Committee at its Meeting held on13th February 2019 had noted that Annual Performance of each of the Directorsincluding Chairman is highly satisfactory and decided to continue the terms of appointmentof all the Independent Directors of the Company.
11. Meetings of The Board
During the year under review the Board met Five times and details of Board Meetingsheld are given in the Corporate Governance Report. The intervening gap between the twoMeetings was within the time limit prescribed under Section 173 of the Companies Act 2013and Regulation 17 of the Listing Regulations.
12.Directors' Responsibility Statement as per sub-section (5) of Section 134 of theCompanies Act 2013
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
i. in the preparation of the annual accounts for the Financial Year ended 31stMarch 2019 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
ii. the Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe Profit of the Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the Annual Accounts on a going concern basis;
v. the Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls were 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.
13.Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's Operations In future Demerger of theChemical Business of the Company
The Scheme of Arrangement between Gujarat Fluorochemicals Limited ( now known as GFLLimited) ('The Demerged Company' or 'GFL1') and Inox Fluorochemicals Limited (now known asGujarat Fluorochemicals Limited) ('The Resulting Company' or 'GFL2') and their respectiveShareholders ("Scheme") which inter alia envisaged for the Demerger of Chemicalbusiness (collectively called as 'the Chemical Business Undertaking') of GFL1 into theResulting Company was approved by the Board of Directors of GFL1 and GFL2 in theirrespective Board meetings held on 14th November 2018 and 12thDecember 2018. The Scheme of Arrangement was also approved by the Equity ShareholdersSecured Creditors and Unsecured Creditors of GFL1 at their meeting held on 11thMay 2019 pursuant to the Order dated 28th March 2019 of the National CompanyLaw Tribunal Ahmedabad Bench.
The Scheme pursuant to the petition filed by GFL1 and GFL 2 received the sanction ofthe National Company Law Tribunal Ahmedabad Bench vide its Order dated 4thJuly 2019 which was received by the Company on 15th July 2019 and the Schemecame into effect from 16th July 2019. Subsequent thereto the transfer ofChemical Business Undertaking of Demerged Company into the Resulting Company with effectfrom the Appointed Date April 12019 has been completed.
Change of Name of the Company
Pursuant to the sanction of the Scheme of Arrangement between Gujarat FluorochemicalsLimited ('The Demerged Company' or 'GFL1') and Inox Fluorochemicals Limited ('TheResulting Company' or 'GFL2') by the National Company Law Tribunal Ahmedabad Bench videits Order dated 4th July 2019 and as the Group has always been known as GFLthe name of the Demerged Company i.e Gujarat Fluorochemicals Limited is changed to GFLLimited w.e.f 17th July 2019 after according the requisite approvals.
14.Particulars of Loans Given Investments Made Guarantees given and Securitiesprovided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statements of theCompany. Please refer to Notes no. 8 9 38 45 and 48 to the Standalone FinancialStatements of the Company.
15. Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the yearunder review with Related Parties are approved by the Audit Committee and/or Board as perthe provisions of Section 188 of the Companies Act 2013 read with the Rule 15 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the ListingRegulations. During the year under review the Company had not entered into any contract /arrangement / transaction with Related Parties which could be considered material inaccordance with the Policy of the Company on materiality of Related Party Transactions.
The Policy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.gfllimited.co.in/pdf/ GFL%20-%20Related%20Pa rty%20Transaction%20Policy.pdf
All transactions entered with Related Parties for the year under review were on arm'slength basis and hence disclosure in Form AOC -2 is not required to be annexed to thisreport.
The Company has not accepted any deposits covered under Chapter V of the Act.
17.Subsidiaries Joint Ventures and Associate Companies
A separate statement containing the salient features of financial statements of allSubsidiaries Associates and Joint Ventures 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 of the saidfinancial statements may write to the Company Secretary at the Registered Office of theCompany. 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.
During the Financial Year under review Inox Fluorochemicals Limited (now known asGujarat Flurochemicals Limited) was incorporated as a Wholly Owned Subsidiary of theCompany on December 06 2018 with the objects of carrying on business of inter aliamanufacturing of Fluoropolymers Refrigerants Chemicals etc. The Report on theperformance and financial position of each of the Subsidiaries Associates and JointVenture Companies of the Company is annexed to this report in Form no AOC-1 pursuant tofirst proviso to sub-section (3) of Section 129 of the Companies Act 2013 and Rule 5 ofCompanies (Accounts) Rules 2014 is annexed to this report as Annexure B.
18.Internal Financial Controls
The Company has adequate Internal Financial Controls commensurate with its size andnature of its business. The Board has reviewed Internal Financial Controls of the Companyand the Audit Committee monitors the same in consultation with Internal Auditors of theCompany. One of the Internal Auditors of the Company also tests the internal controlsindependently.
As per the provisions of Section 177(9) of the Act read with Regulation 22(1) of theListing Regulations the Company is required to establish an effective vigil mechanism forDirectors and Employees to report improper acts or genuine concerns or any leak or suspectleak of Unpublished Price Sensitive Information. The Company has accordingly establish aVigil Mechanism and "Whistle Blower Policy" for all its Employees and Directorsto report improper acts. The details of the said mechanism and policy are available on theCompany's website www.gfllimited.co.in.
20.Independent Auditor's Report
There are no reservations qualifications or adverse remarks in the IndependentAuditor's Report.
The notes forming part of the accounts are selfexplanatory and do not call for anyfurther clarifications under Section 134 (3) (f) of the Companies Act 2013.
21. 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 Auditors forratification 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.
22. Secretarial Auditor
In terms of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2013 the Company hasappointed M/s Samdani Shah & Kabra a firm of Practising Company Secretaries toconduct Secretarial Audit of the Company.
The Secretarial Audit Report given by M/s Samdani Shah & Kabra for the FinancialYear 2018-19 is annexed herewith as Annexure C in Form no. MR- 3. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
During the year under review the Company has complied with the applicable provisionsof the Secretarial Standards.
23. Management Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations read with para B of Schedule V is presentedin a separate Section forming part of this Annual Report.
24. Corporate Governance Report
Pursuant to Regulation 34 read with Para C of Schedule V of Listing Regulations theCorporate Governance Report of the Company for the year under review and the Auditors'Certificate regarding compliance of conditions of Corporate Governance is annexed to thisreport as Annexure H.
In compliance with the requirements of Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a certificate from the Managing Director andChief Financial Officer of the Company who are responsible for the finance function wasplaced before the Board.
All the Board Members and Senior Management Personnel of the Company had affirmedcompliance with the Code of Conduct for Board and Senior Management Personnel. Adeclaration to this effect duly signed by the Managing Director is annexed as a part ofthe Corporate Governance Report.
25. Business Responsibility Report
Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by the Company on the environmental social andgovernance front forms an integral part of this report. The said report is available onthe website of the Company www.gfllimited.co.in
26. Extract of Annual Return
In terms of Section 92 (3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management & Administration) Rules 2013 the extract of Annual Return asprovided in Form no. MGT -9 is annexed to this report as Annexure D.
27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
Information in respect of conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134 of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 in the manner prescribed is annexed tothis report as Annexure E.
28. Particulars of Employees
Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are annexed to this report as Annexure F.
In accordance with the provisions of Section 197 (12) of the Companies Act 2013 readwith Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the name and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rule is annexedto this report.
In terms of Section 136 of the Companies Act 2013 the Report and Accounts are beingsent to the Members of the Company excluding information on employees' particulars whichis available for inspection by the Members at the Registered Office of the Company duringthe business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining such information may write tothe Company Secretary at the Registered Office of the Company.
29. Corporate Social Responsibility Activities
The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr.Shanti Prashad Jain Independent Director Mr. Vivek Jain Director and Mr. Deepak AsherNon Independent Director of the Company. The CSR Policy of the Company is disclosed on thewebsite of the Company which can be viewed at http://www.gfllimited.co.in/pdf/CSR_Policy_Final_05112014.pdf. The report on CSR activities as per Companies (Corporate SocialResponsibility) Rules 2014 is annexed to this Report as Annexure G.
30. Safety Health and Environment
Safety health and environment have been of prime concern to the Company and necessaryefforts were made in this direction in line with the safety health and environment policylaid down by the Company. The Company has achieved certification of ISO: 14001:2004(Environment Management System) ISO 18001:2007 (Occupational Health and Safety ManagementSystem) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and Dahej Unit.Health of employees is being regularly monitored and environment has been maintained asper statutory requirements.
The Company's property and assets have been adequately insured.
32. Risk Management
The Board of Directors of the Company at its Meeting held on 10th November2017 has approved Enterprise Risk Management (ERM) Framework of the Company which isderived from COSO ERM - Aligning Risk with Strategy and Performance 2016 frameworkestablished by committee of sponsoring organizations. According to this Enterprise RiskManagement is "The culture capabilities and practices integrated withstrategysetting and its execution that organizations rely on to manage risk in creatingpreserving and realizing value". The Company has therefore adopted Residual riskapproach and the Board of Directors have at its Meeting held on 27th May2019approved Risk Reporting and its Monitoring system. In the Board's view one of theInternal Auditors of the Company have reviewed ERM and reported that there are no materialor additional risks identified which may threaten the existence of the Company. Forfurther details please refer to the Management Discussion and Analysis Report annexed tothis report.
33. Reporting of Frauds
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and rules framed thereunder either to the Company or to the CentralGovernment.
34. Information under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Your Company has formed an Internal Complaints Committee (ICC) to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy.
The following is the summary of sexual harassment complaints received and disposed ofduring the year 2018-19.
|No. of Complaints Received ||Nil |
|No. of Complaints disposed of ||Not Applicable |
Hence the company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
35.Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of The Company to whichthe Financial Statements relate and the date of the Report
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and the date of this report.
Your Directors express their gratitude to all other external agencies for theassistance co-operation and guidance received. Your Directors place on record their deepsense of appreciation for the dedicated services rendered by the workforce of the Company.
| ||By order of the Board of Directors |
| || |
|Place: Noida ||Devendra Kumar Jain |
|Date: 13th August 2019 ||Chairman |
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