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BSE: 500171 Sector: Industrials
NSE: GHCL ISIN Code: INE539A01019
BSE 00:00 | 20 Jun 291.85 4.35






NSE 00:00 | 20 Jun 291.20 2.75






OPEN 290.00
VOLUME 34967
52-Week high 357.50
52-Week low 203.65
P/E 7.84
Mkt Cap.(Rs cr) 2,843
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 290.00
CLOSE 287.50
VOLUME 34967
52-Week high 357.50
52-Week low 203.65
P/E 7.84
Mkt Cap.(Rs cr) 2,843
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GHCL Ltd. (GHCL) - Director Report

Company director report

To The Members of

GHCL Limited

We are pleased to present the 34th Annual Report together with the auditedfinancial statements of the company for the financial year ended March 31 2017.


The summary of the financial performance of the Company for the financial year endedMarch 31 2017 compared to the previous year ended March 31 2016 is given below:

(Rs in Crores)



year ended year ended
March 31 March 31
2017 2016
Net Sales /Income 2980.17 2716.22
Gross profit before interest and depreciation 724.39 635.76
Finance Cost 133.77 162.82
Profit before depreciation and amortisation - (Cash Profit) 590.62 472.94
Depreciation and Amortisation 85.69 81.74
PBT before exceptional items 504.93 391.20
Exceptional items 3.04 13.50
Profit before Tax (PBT) 501.93 377.70
Provision for Tax – Current 113.61 99.40
Tax adjustment for Earlier years (40.18) -
Provision for Tax – Deferred 41.73 21.67
Profit after Tax 386.77 256.63
Other comprehensive income (OCI) 1.39 (0.89)
Total Comprehensive income for the period 388.16 255.74
Balance brought forward from last year 817.87 588.62
Reserve created on account of buy back during the year 0.55 -
FVTOCI Reserve (2.65) -
Interim Dividend 15.01 -
Final Dividend 35.01 22.00
Tax on Dividend 10.18 4.48
Balance carried to Balance Sheet 1142.63 817.87



The total Global Production in 2016 as per IHS Chemical report was approximately 56million tpa with an estimated capacity of approximately 65 million tpa. Global demand forSoda Ash reportedly grew approximately 2% annually over the last year. Glass marketswhich account more than half of global demand are expected to remain the dominant end usefor soda ash while chemicals and detergents will also remain important downstreamconsumers. However like many raw materials the soda ash industry also has become verysensitive to fluctuations in economic conditions.

In spite of increasing economic problems that are affecting the financial viability ofsome operations China continues to be the largest Soda Ash player in the world having acapacity of 30.00 million tpa which is 47% of the global capacity. It has however beenobserved that on account of the pressure faced by the domestic industry due to unhinderedcapacity expansions in the past China has in fact significantly slowed down additionstoCapacity in a hope of creating a balance in the industry. Turkey will be the new majorplayer in the Global Soda Ash market with locally-based Ciner Group already added 0.5million in the beginning of this year and due to add a further 2 million tpa soda ashcapacity to the market by 2017 end. It is expected that during this phase Turkey shallcontinue to exert pressure on the high cost European manufacturers. Some surplus volumesare also expected to compete with China/uS volumes in South East Asia and the Middle East.uS which produces natural soda ash have a capacity of 13.16 million tons and they produced11.74 million tons of soda ash. The uS production is stated to have grown by 2% in 2016where as domestic demand for soda ash saw a negative growth of 2% versus 2015. Theyexported 6.67 million tons 46% of their exports are to North & South America which istheir natural market. Their export to Indian Subcontinent is only 2%.

Although naturally produced soda ash has some cost benefits over synthetic materialthere is not soda ash to cater to the entire global market. Synthetic soda ash accountsfor around three quarters of global capacity and is therefore here to stay.

Globally there is no major mismatch expected between Demand and Supply in soda ashindustry thereby giving it a reasonable stability.

As per domestic industry historical trends the Indian Soda Ash demand is expected togrow by around 5% annually. Our market estimate indicate that downstream demand growth isgradually improving and 2017 is expected to be better than 2016. India's GDP growth inreal terms is slated to be better in the coming Financial Year with the positive impact ofreforms. It is expected that downstream sectors like Detergents and Glass should be muchmore stable this year. A more stable economic outlook would help generate consumerconfidence and therefore facilitate higher spending – both urban and rural leadingto a better outlook for Soda Ash.

Total Soda Ash installed capacity in India is 3.4 million tons with an estimatedproduction of about 2.8 million tons in last financial year (2016-17). Going forward weare looking at expansion of 0.25 lacs metric tons in 2017-18 and further expansion of 1.25lacs metric tons in 2018-19 The total size of the Indian soda ash market is about 3.6million tons including internal consumption and almost all the major industry players arelocated in the state of Gujarat due to the closeness and ready availability of the mainraw materials namely limestone and salt.

At present your Soda Ash plant has a capacity of 9.50 lacs tpa.

During the financial year 2016-17 your company has produced 8.01 lacs tons soda ash.This year the Company has also achieved highest domestic sales i.e. 7.40 lacs tons andtotal sales of Soda Ash is 7.50 lacs tons including exports.


During the year the Company achieved production of BiCarbonate 27677 tons against24541 tons in the previous year. During the year the Company achieved sales ofBi-Carbonate 27638 tons against 24265 tons in the previous year. Going forward yourcompany is planning to double its capacity of Sodium Bicarbonate from the current level of32500 Metric ton per annum to 65000 metric ton per annum to take advantage of the growingmarket of this product.


Your company has initiated R&D activities since last four years to achievefollowing objectives (a) Introduce latest and economical technologies in the plant; (b)Provide innovative solutions to recurring problems and save natural resources; (c) Toimprove carbon foot print of company and contribute in national saving and environmentimprovements; (d) Energy conservation projects and (e) To improve soda ash production andplant productivity. The R&D department operates with focussed mandate (a) to Identifylatest technology superior design of equipment improving process efficiency leading toreduced raw material consumption and reduced utility consumption resulting in better lifeof equipment and reduced cost of manufacture (b) to identify the possibility of producingvalue added products from wastes of soda ash manufacturing; (c) to identify suitableexpert agencies who can find permanent solution to recurrent process problems; (d) tostudy possibility of catering to specific requirements of customers like soda ashbriquettes (e) to suggest practices and procedures which can focus on reducing the energyconsumption & reducing raw material consumption thus reducing carbon foot print .

We carry out above activities with the help of research department of premier chemicalengineering institutes reputed consultants & in house capabilities. Your company hascarried out following projects since last 18 months:

Cost effective binder for briquetting of coke breeze and develop alternativesupplier for pre-gel starch against existing pre-gel starch supplier.

Value added product sodium per carbonate manufacture from soda ash;

Manufacture of precipitated calcium carbonate from distiller waste and motherliquor purged from refined sodium bicarbonate plant.

Value added products from wastes of soda ash manufacture. improvement forcarbonation tower.

Efficiency Improvement of product quality of refinedsodium bicarbonate and remedialsolution to avoid dilution due to purge mother liquor.

Feasibility of utilization of 0-20 mm reject limestone to produce concentrated gas.

Reduction in moisture of crude sodium bicarbonate at filtrationto reduce steamconsumption at downstream dryers.

De-bottlenecking of C stream carbonating towers by modification of internal traysleading to increase in capacity.

Increase in refined sodium bicarbonate production capacity by 30%.


India's textiles sector is one of the oldest industries in Indian economy. Based on theAnnual Report 2016-17 released by the Ministry of Textiles the Indian Textile Industrycontributes to 10% of manufacturing production 2% of India's GDP and to 13% of thecountry's export earnings. The Indian textiles industry is the second largest employerafter agriculture providing employment to over 45 million people directly and 60 millionpeople indirectly. The Indian textile industry is set for strong growth buoyed by bothstrong domestic consumption as well as export demand. The Indian textiles industry isexpected to reach uS$ 223 billion by 2021 from around uS$ 108 billion in FY'15.

India's home textile industry is expected to expand at a CAGR of 8.3 per cent during2014–21 to uSD8.2 billion in 2021 from uSD4.7 billion in 2014. India accounts for 11per cent of global home textiles trade. Superior quality makes companies in India a leaderin the uS and the uK contributing two-third to their exports. Indian products have gaineda significant market share in global home textiles in the past few years in whichdepreciating rupee also played a major role when compared to China. The growth in the hometextiles would be supported by growing household income increasing population and growthof end use sectors like housing hospitality healthcare etc. In 2016 Indian hometextile industry is estimated at uSD 5.5 billion. India is emerging as biggest exporter ofHome Textiles capturing around 47% Market share in united States of America which issecond biggest market for home textiles. The Indian Textiles Industry is the 2nd largestonly after China. Textiles industry has been growing at 10% over last several years.Government of India has provided a number of export promotion policies for the Textilessector. It has also allowed 100 per cent FDI in the Indian Textiles sector under theautomatic route. Your company has integrated textile manufacturing facilities with aninstalled spinning capacity of around 1.76 lakh spindles and 3320 Rotors (Open End)manufacturing 100% cotton polyester cotton & other blended yarns 162 Air Jet looms36 million meter of wide width processing capacity 12 million meter of weaving capacityand 30 million meter of cut & sew facility for manufacturing world class qualitymerchandise. Your company has state-of-art plant at Vapi Gujarat that integrates weavingprocessing and cut & sew facilities. The Home Textiles division is investing toincrease weaving capacity by 18% and processing capacity by 25% which will be operationalin 3rd quarter of next fiscal year. Your company's spinning units in Tamil Naduare considered to be one of the most efficient and modern yarn manufacturing facilities inIndia. Spinning units manufacture multiple varieties of yarn ranging from 16s to 32s inopen end 30s to 120s in ring spun counts in 100% cotton and 30s to 70s counts in otherblended yarns. Excellent product development capabilities has put your company inforefront of major markets internationally mainly North America Australia Middle EastuK and Europe. GHCL has also started to focus on domestic market and working with majororganized retail stores and brands for domestic market.

Overall in the textile business your company has posted satisfactory performance thisyear which is despite the demonetisation impact. This is due to strong customerrelations product portfolio consistent supply of quality products and strengtheningorganisational structure. This has led to increase in capacity utilisation to 93% ascompared to 85% last year in home textiles. The Revenue of Textiles division is at Rs.1229 Crores during the financial year 2016-17 against Rs. 1063 Crores in 2015-16. We areglad to inform that there is significant improvement in the margins over last year. Thishas been made possible due to higher capacity utilisation and our relentless customerfocus. Your company strongly believe that focus on customer realignment along withinnovative products & designs enhanced product basket with tie ups with privatelabels shall provide us further impetus to both top line and margin improvement.

However upward fluctuations in the cotton price and forex with strengthening IndianRupee are becoming a big concern.

Demonetization had affected the economy through the liquidity side and affected thedemand in the domestic market. But going forward we expect an increase in demand for yarnas well as prices. Your company has taken effective steps to bring down the power cost andtotal installed capacity of wind mills is around 27 MW which will meet major power needsof the spinning and home textiles division.


Your Directors are pleased to inform that your Company has a consistent track-record ofdividend payment for last 23 years. The Board of Directors in its meeting held on May 192016 had approved a Dividend policy of the Company. As per said policy dividend pay-out(including tax if any) will be 15 to 20 % of net profit of the Company.

Pursuant to the Dividend Policy the Board of Directors of your Company in its meetingheld on January 31 2017 had approved payment of interim dividend of Rs. 1.50 per equityshare of Rs. 10 each (i.e. @ 15% on the paid-up capital).

Further your Directors are pleased to recommend a final dividend of Rs. 3.50 perEquity Share of Rs. 10 each (i.e. 35% on the paid-up capital) for the financial year endedMarch 31 2017. With this the total dividend payment for the financial year

2016-17 will be Rs. 5.00 per Equity Share of Rs. 10 each (i.e. 50% on the paid-upcapital) and the total dividend payout for the financial year 2016-17 shall be Rs. 60.20crores comprising of dividend amounting to Rs. 50.02 crores and dividend tax of Rs. 10.18crores. This dividend pay-out amounts to 15.6% of net profit of the Company for thefinancial year 2016-17 and the same is in line with the approved dividend policy of theCompany.


The paid up Equity Share Capital of the Company as on March 31 2016 was Rs.1000192860/- comprising of 100019286 equity shares of Rs. 10/- each. Board ofDirectors of GHCL Limited in their meeting held on January 31 2017 had given theirapproval for Buy Back of the Company's fully paid-up equity shares of Rs. 10/- each fromthe Open Market through Stock Exchange route at a Maximum Buyback price of Rs. 315/- perEquity Share excluding transaction costs for an aggregate amount of Rs. 80 Crores. YourDirectors are pleased to inform that in line with the said approval the Company hadbought back 573438 Equity Shares and extinguished 546550 Equity Shares during thefinancial year ended March 31 2017. Consequently after said extinguishment of equityshares the issued & paid-up capital of the Company stands reduced from Rs.1000192860/- consisting of 100019286 equity shares to Rs. 994727360/- consistingof 99472736 equity shares (i.e. 100019286 equity shares minus 546550 equityshares) as on March 31 2017. Subsequent to the year end the Company had bought back1298162 Equity Shares and extinguished 589450 Equity Shares till May 19 2017.Consequently after said extinguishment of equity shares the issued & paid-up capitalof the Company stands reduced to Rs. 988832860/- consisting of 9883286 equity shares(i.e. 99472736 equity shares minus 589450 equity shares) as on May 19 2017.


I. Soda Ash Expansion Loan

During the year 2016-17 your company completed Soda Ash Expansion program at theproject cost of Rs. 375 Crores and availed disbursement of Term Loan of Rs. 181 Croresduring the current year. For the Expansion Program Term Loan of Rs. 275 crores was tiedup last year for a period of 10 years including moratorium period of 2 years at an averageinterest rate of 11.30% p.a.

II. Capex Program

Your company has also undertaken several Capex program in Home Textile and YarnDivisions at the project cost of Rs. 78 Crores and your company has successfully tied upterm loans for Rs. 54 crores for a period of 10 years including moratorium period of 2years at an average interest rate of 10.45% p.a. Your company has availed term loan of Rs.29 crores during the current year for the said capex program.

III. Conversion of Rupee Term Loan into Foreign Currency Loan

During the year your company successfully converted some of high cost Rupee term loanscarrying interest rate at 12.50% p.a. into Foreign Currency Loan at an average rate of4.40% with average maturity of 3 to 4 years.

IV. Short Term Loan

During the year 2016-17 short term requirements were met through Cash Credit / ShortTerm Loan / Working Capital Demand Loan / Export Packing Credit / Pre-shipment in ForeignCurrency / Buyers Credit whereby your company could manage to borrow at Weighted AverageInterest rate at 5.97%.

Overall your company could borrow Long Term Loans at an average rate of 9.71% andShort Term Loan at an average rate of 5.97% and maintained overall weighted averageinterest rate at 8.12%.

Due to efficient cash flow management and timely repayment of interest and principal tovarious banks CARE (Credit Analysis & Research Ltd) has upgraded rating from CAREBBB+ to CARE A- for long term facilities and from CARE A3+ to CARE A2+ for short termfacilities of the Company.

During the financial year your Company has transferred to investors' education andprotection fund account (IEPF) a sum of Rs. 31.67 lacs towards unclaimeddividend/unclaimed deposits along with interest thereon.


Your Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.


Your company has Employees Stock Option Scheme for its permanent employees as per thescheme approved by shareholders in their Annual General Meeting held on July 23 2015. TheCompany had obtained in-principle approvals from the Stock Exchanges for issue of 50 lakhequity shares through Employees Stock Option Scheme. During the year the Nomination andRemuneration Committee in its meeting held on May 19 2016 had granted 12.10 Lacs Stockoptions to its 46 employees at an exercise price of Rs. 100 each. Further the Nominationand Remuneration Committee in its meeting held on January 31 2017 had granted thirtythousand Stock options to its Chief Operating Officer Home Textile Division at the sameterms and conditions. Employees may exercise their options after vesting period subjectto compliance of other terms and conditions of the Scheme approved by the shareholders.

The details of the Employee Stock Options plan form part of the Notes to accounts ofthe financial statements in this AnnualReport and is also annexed herewith as Annexure-Iand forming part of this Report.


Your Directors are pleased to inform that during the financial year 2016-17 yourCompany has received multiple awards and recognition. The major ones among them areSustainability-4.0 2017 Believer award and India Manufacturing Excellence award by Frost& Sullivan Sustainable and Impactful CSR Project given by Gujarat State CSRAuthority and certificate forGreat Place to Work.


Grace Home Fashion LLC a subsidiary of the Company in uSA engaged in Home Textilesegment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond andBabies R uS. In addition Grace Home Fashion is also doing online Home-Textile Business inuSA through JC Penny and As reported in the previous year Rosebys InteriorsIndia Limited (RIIL) an Indian subsidiary is under liquidation with effect from 15 thJuly 2014. Pursuant to requirement of Section 136 of the Companies Act

2013 which has exempted companies from attaching the financial statements of thesubsidiary companies along with the Annual Report of the Company. The Company will makeavailable the annual financial statements of the subsidiary company and the relateddetailed information to any members of the company on receipt of a written request fromthem at the Registered Office of the Company. The annual financial statements of thesubsidiary company will also be kept open for inspection at the Registered Office of theCompany on any working day during business hours. The Consolidated Financial Statementspresented by the Company include financial results of its subsidiary companies associatesetc. Details regarding subsidiaries have been provided in note no. 48 (refer page no. 182of Annual Report) and also in the statement u/s 129(3) of the Companies Act 2013 (referpage no.182). The statements are also available on the website of the Company


Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 (hereinafter referred asListing Regulations) read with other applicable provisions and prepared in accordance withapplicable IND AS for financial year ended March 31 2017.


In terms of Regulation 34 of the Listing Regulations read with other applicableprovisions the detailed review of the operations performance and future outlook of theCompany and its business is given in the Management's Discussion and Analysis Report whichforms part of this Annual Report. The report on Management's Discussion and Analysis isannexed with the Report.


Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the saidRegulations a compliance report on Corporate Governance has been annexed as part of theAnnual

Report along with Auditor's certificate for the compliance.


In line with the requirement of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withother applicable provisions if any; the Board of Directors of the Company had appointedMr. S Chandrasekaran representing Chandrasekaran

& Associates Practicing Company Secretaries New Delhi to conduct SecretarialAudit of the Company for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed with the Board's report and formed as partof the Annual Report. This report is self-explanatory and does not call for any furthercomments.


The equity shares of your Company are listed at BSE Limited Mumbai (BSE) and NationalStock Exchange of India Limited Mumbai (NSE). The annual listing fees for the year2016-17 have been paid to all these Stock Exchanges.


Mr. Neelabh Dalmia and Mr. Raman Chopra directors retire by rotation and beingeligible offer themselves for re-appointment.

The Board of Directors in their meeting held on May 20 2017 has re-appointed Mr. R.S. Jalan as Managing Director of the Company for a period of five years with effect fromJune 72017 subject to the approval of the shareholders. The Board recommends theirappointments at the ensuing Annual General Meeting.

Your directors would like to confirm that all Independent Directors of the Company havegiven their declarations that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of the ListingRegulations.

During the year the Company had paid the final installment of loan taken from IDBIBank Limited vide Loan agreement dated July 6 2010. Accordingly IDBI Bank Limited hadwithdrawn the nomination of Smt. Padma Vinod Betai with effect from January25 2017 as aNominee Director from the Board of the Company. The Board of Directors placed on recordtheir gratitude and appreciation for the immense contribution made by the outgoingdirector during her tenure as director of the Company.

Subsequent to the year end the Board of Directors had appointed Mrs. Vijaylaxmi Joshi(Ex-IAS) as an additional director of the company in the category of Independent Directorwith effect from April 20 2017. The Company has received notice u/s 160 of the CompaniesAct 2013 from Mrs. Joshi signifying the intention to propose her candidature at theensuing Annual General Meeting as an Independent Director of the Company. In the opinionof the Board Mrs. Vijaylaxmi Joshi fulfil the conditions specified in the Companies Act2013 and rules made thereunder for her appointment as an Independent Director of theCompany and is independent of the management. The Board considers that her continuedassociation would be of immense benefit to the Company and it is desirable to continue toavail valuable services of Mrs. Joshi as an Independent Director of the Company.Accordingly as per Section 149 and other applicable provisions of the Companies Act 2013and the rules made thereunder the Board recommends appointment of Mrs. Vijaylaxmi Joshiat the ensuing Annual General Meeting for the approval by the members of the Company.


During the financial year ended March 31 2017 the Board of Directors meets regularlyto review strategic operational and financial matters and has a formal schedule ofmatters reserved for its decision.

During the financial year ended March 31 2017 four Board Meetings were held on May19 2016 July 25 2016 October 21 2016 and January 31 2017. More details about theBoard Meetings are mentioned in Corporate Governance Report.


Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act2013 and conditions of the Listing Regulations and based on the detailed statements /questionnaire circulated with the agenda the Independent Directors in their separatemeeting held on October 21 2016 had reviewed the performance of Non-IndependentDirectors the Board & Committees as a whole and the Chairperson of the Company aftertaking into accounts the views of Executive Directors and Non-Executive Directors of theCompany. Independent Directors had also assessed the quality quantity and timeliness offlow of information between the Company

Management and the Board and that the information supplied by the management to theBoard was sufficient and relevant for the Board to perform their duties effectively.Further pursuant to the requirement of Para VIII of Code of Independent Director asmentioned in Schedule IV of the Companies Act 2013 read with Regulation 17 (10) of theListing Regulations and based on the detailed statements / questionnaire circulated withthe agenda the Board of Directors in its meeting held on October 21 2016 had carried outthe performance evaluation of Independent Directors except the director being evaluated.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.


The extract of annual return as on the financial year endedMarch 31 2017 in Form MGT– 9 is annexed herewith as Annexure-II and forming part of this Report.


Your Company has been one of the foremost proponents of inclusive growth and sinceinception has been continuing to undertake projects for overall development and welfareof the society. GHCL's commitment to the development of weaker sections of society iscontinuing since more than two decades.

GHCL through its "GHCL Foundation Trust" has upgraded its CSR activities tocover a larger section of the society and included to provide support to the downtroddenneedy and marginalized citizens and also to create social infrastructure for theirsustenance. As part of its initiatives under Corporate Social Responsibility (CSR) theCompany has undertaken projects in the areas of Sanitation Coastal Area DevelopmentEducation Agro Based Livelihood Health Rain Water Harvesting Woman Empowerment AnimalHusbandry etc. These projects are largely covered under Schedule VII of the Companies Act2013. Pursuant to the provisions of Section 135 of the Companies Act 2013 and Rulesthereto a Corporate Social Responsibility (CSR) Committee of the Board has beenconstituted to monitor CSR related activities comprising of Mr. Sanjiv Tyagi as theChairman of the Committee Mr. Neelabh Dalmia and Mr. R S Jalan as members of theCommittee. The Annual Report of CSR activities are annexed herewith as Annexure-III andforming part of this Report.


As per Regulation 34 (2) (f) of the Listing Regulations (corresponding to provisionsof Clause 55 of the Listing Agreement) listed companies shall submit as part of theirAnnual Reports Business Responsibility Reports describing the initiatives taken by themfrom an environmental social and governance perspective in the prescribed format. Thisprovision is applicable to top 500 listed companies based on market capitalisation as onMarch 31 2017. Hence this clause is first time applicable to your company. The BusinessResponsibility

Report of the Company for the financial year ended on March31 2017 has been providedseparately and forming part of the Annual Report.


Audit Committee of the Board has been constituted as per Section 177 of the CompaniesAct 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014 andread with Regulation 18 of the Listing Regulations. Presently the Audit Committeeconsists of four Independent directors having expertise in financial and accounting areascomprising of Dr. B

C Jain Mr. G C Srivastava Mr. Mahesh Kumar Kheria and Mr. K. C. Jani. Detailsregarding Audit Committee and other Committees are also stated in the Corporate GovernanceReport.



The Stakeholders Relationship Committee has been constituted as per section 178 (5) ofthe Companies Act 2013 read with Regulation 20 of the Listing Regulations. TheStakeholders Relationship Committee shall consider and resolve the grievances of thesecurity holders of the company including complaints related to transfer of sharesnon-receipt of annual report and non-receipt of dividend etc. The StakeholdersRelationship committee consists of Executive and Non-Executive directors comprising of Mr.Mahesh Kumar Kheria Mr. Neelabh Dalmia Mr. R S Jalan and Mr. Raman Chopra.


Nomination and Remuneration Committee of the Board has been constituted as per Section178 of the Companies Act 2013 and rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014 and read with Regulation 19 of the Listing Regulations. The Nominationand Remuneration Committee shall determine qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee consists of four Non-Executive directors comprisingof Mr. K C Jani Mr. Sanjay Dalmia Dr. B C Jain and Mr. Sanjiv Tyagi.


As a conscious and vigilant organization GHCL Limited believes in the conduct of theaffairs of its constituents in a fair and transparent manner by adopting the higheststandards of professionalism honesty integrity and ethical behaviour. In its endeavourto provide its employee a secure and fearless working environment GHCL Limited hasestablished the "Whistle Blower Policy". The Board of Directors in its meetingheld on May 28 2014 had approved the Whistle Blower Policy which is effective fromOctober 1 2014 & the same has been duly amended effective from December 1 2015. Mr.MaheshKumar Kheria Independent Director of the Company and also a member of the AuditCommittee is Ombudsmen. The purpose of the policy is to create a fearless environment forthe directors and employees to report any instance of unethical behaviour actual orsuspected fraud or violation of GHCL's code of conduct or Ethics Policy to the Ombudsmen.Details regarding Whistle Blower Policy is also stated in the Corporate Governance Report.The Whistle Blower Policy is posted on the website of the Company. There is no complaintreported during the year under Vigil Mechanism.


There are no material related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All related party transactions thatwere entered into during the financial year were on an arm's length basis and were in theordinary course of business. Prior Omnibus approval are granted by the audit committee forrelated party transactions as per requirement of the Companies Act and the ListingRegulations. A statement giving details of all related party transactions is placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The statement issupported by a Certificate from theCFO. All Related Party Transactions are placed beforethe Audit Committee and also before the Board. The policy on Related Party Transactions asapproved by the Board is uploaded on the Company's website. None of the Directors has anymaterial pecuniary relationships or transactions vis-a-vis the Company. The details oftransactions with related parties are provided in the accompanying financial statements.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.


Pursuant to the requirement of Regulation 21 of the Listing Regulations the Companyhad voluntarily constituted a Risk Management Committee. The details of Committee andother details are also set out in the Corporate Governance Report forming part of theBoard's Report. The policy on Risk Management as approved by the Board is uploaded on theCompany's website.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are given in Annexure-IV forming partof this Report.


The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are given in Annexure-V forming part of this Report.


Your Company is committed to creating and maintaining a secure work environment whereits employees agents vendors and partners can work and pursue business together in anatmosphere free of harassment exploitation and intimidation. To empower women and protectwomen against sexual harassment a policy for prevention of sexual harassment has beenrolled out and Internal Complaints Committee as per legal guidelines has been set up atall major locations of the Company. This policy allows employees to report sexualharassment at the workplace. The Internal Committee is empowered to look into allcomplaints of sexual harassment and facilitate free and fair enquiry process with cleartimelines. There are no complaints reported during the year regarding sexual harassment.


Your directors would like to inform that in the last AGM (i.e. 33rd AGM)held on July 19 2016 M/s S. R. Batliboi & Co. LLP Chartered Accountants (Firm Reg.No. 30100CE / E300005) were appointed as statutory auditors of the Company for a periodof five years i.e. from the conclusion 33rd AGM till the conclusion of 38thAGM subject to ratification by members at every AGM. Ratification of appointment of M/s S.R. Batliboi &Co. LLP is being sought from the members of the Company at the ensuingAGM. The Board recommends their ratification.

Your directors would also like to inform that tenure of M/s Rahul Gautam Divan &Associates Chartered Accountants would be completed on conclusion of 34th AGM of theCompany.

The Board of Directors placed on record their gratitude and appreciation for thevaluable contribution made by M/s Rahul Gautam Divan & Associates CharteredAccountants.


There is no qualification reservation adverse remark or disclaimer made by theStatutory Auditors and/or Secretarial Auditors of the Company in their report for thefinancial year ended March31 2017. Hence they do not call for any further explanation orcomment u/s 134 (3) (f) of the Companies Act 2013.


The Board has appointed M/s R J Goel & Company Cost Accountants New Delhi as CostAuditors of the Company for all its divisions (i.e. Soda Ash Yarn and Home Textile) forthe financial year 2017-18.


There are no significant material orders passed by theRegulators / Courts which wouldimpact the going concern status of the Company and its future operations.


To the best of their knowledge and belief and according to the information andexplanations obtained by them and also based on the representations received from theOperating Management your directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013 that: a. in the preparation of the annual accounts forthe financial year ended March 31 2017 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any; b. suchaccounting policies as mentioned in the Notes to the Financial Statements have beenselected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and of the profitand loss of the Company for the financialyear ended March 31 2017; c. the proper and sufficient for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. the annual accounts for the financial year ended March31 2017 havebeen prepared by them on a going concern basis; e. proper Internal financial controls havebeen followed by the company and that such internal financial controls are adequate andwere operating effectively; and f. proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


The Directors express their gratitude to Financial Institutions Banks and variousother agencies for the co-operation extended to the Company. The Directors also take thisopportunity to thank the shareholders customers suppliers lenders distributors andother stakeholders for the confidence reposed by them in the Company. The employees of theCompany contributed significantly in achieving the results. The Directors take thisopportunity of thanking them and hope that they will maintain their commitment toexcellence in the years to come. For and on behalf of the Board of Directors

For GHCL Limited
Sd/- Sd/-
R S Jalan Raman Chopra
Managing Director CFo & Executive Director (Finance)
DIN: 00121260 DIN 00954190
Date: May 20 2017
Place: New Delhi


Disclosure under Rule 12(9) of Companies (Share Capital and Debentures) Rules 2014read with SEBI (Share Based Employees Benefits) Regulations 2014 regarding details of theGHCL Limited Employees Stockoption Scheme 2015 (GHCL ESoS 2015) for the financial yearended March 31 2017.

Sl. Particulars GHCL ESoS 2015 Grant 1 GHCL ESoS 2015 Grant 2
No. (Date of grant – May 19 2016) (Date of grant – January 31 2017)
1. Options granted during the year 1210000 30000
2. Options vested during the year Nil Nil
3. Options exercised during the year Nil Nil
4. The total number of shares arising as result of exercise of option Nil Nil
5. Options lapsed during the year 40000 Nil
6. The exercise price Rs. 100 per share Rs. 100 per share
7. Variation of terms of option No variation No variation
8. Money realised by exercise of options Nil Nil
9. Total number of options in force 1170000 30000
10. Employee wise details of options granted to:
(i) Key Managerial Personnel (i) Mr. R S Jalan – Managing Director: Nil
(ii) Mr. Raman Chopra – CFO & Executive
Director (Finance): 100000
(iii) Mr. Bhuwneshwar Mishra – General
Manager & Company Secretary: 20000
(ii) Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year Nil Nil
(iii) Employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Nil Nil
11. Pricing formula The exercise price may vary for each Grant. Exercise price will be determined by the Committee at the time of each grant in conformity with the ‘Guidance Note on Accounting for employee share-based Payments' or Accounting Standards as may be prescribed by the Institute of Chartered Accountants of India from time to time. Committee may determine exercise price which may be at discount to the market value but shall not be less than the face value of shares.
12. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Option calculated in accordance with Accounting Standard AS-20. 0.25 0.00
13. Difference between the employees compensation cost based intrinsic value of the stock and the fair value of the year and its impact on profits and EPS of the Company Rs. 5.68 Crore Rs. 0.07 Crore
14. a) Weighted average exercise price of options Rs. 100.00 Rs. 100.00
b) Weighted average fair value of options Rs. 76.23 Rs. 201.67
15. assumptions Methodandsignificant used to estimate the fair values of options Black –Scholes model
(i) Risk free interest rate 7.467% 6.396%
(ii) Expected life 2 years (for 50% vesting) & 3 years (for 2 years (for 50% vesting) & 3
balance 50% vesting) years (for balance 50% vesting)
(iii) Expected volatility 50.00% 39.30%
(iv) Expected dividend
(v) Market price of the underlying share on grant date* Rs. 148.10 Rs. 286.05

*The closing price of the Company's share on the date previous to the grant on NSEbeing Exchange which had higher trading.



[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014]




CSR Report for the financial year ended March 31 2017[Pursuant to Section 135 ofthe Companies Act 2013]

1 A brief outline of the Company's CSR policy including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes. GHCL's commitment to the

development of weaker sections of society is continuing since more than two decades. GHCL through its "GHCL Foundation Trust" has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden needy and marginalized citizens and also to create social infrastructure for their sustenance. The CSR Policy is posted on the website of the Company. Any body may visit

2 The Composition of the CSR Committee We have a board committee namely Corporate Social Responsibility (CSR) Committee comprising of following three directors:
(1) Mr. SanjivTyagi - Independent Director (Chairman)
(2) Mr. Neelabh Dalmia - Non- Executive Directors
(3) Mr. R S Jalan - Managing Director
3 Average net profit of the Company for last three financial years: Rs. 252 Crores
4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Rs. 5.04 Crores
5 Details of CSR spend for the financial year:
a. Total amount spent for the financial year Rs. 4.00 Crores
b. Amount unspent if any Rs. 1.04 Crores


c. Manner in which the amount spent during the financial year Manner in which the amount is spent and details are provided as given below:


Sr. No. Projects / Activities Sector Locations Local Area / Districts (State) Amount Outlay (Budget) Project or programs Rs. Crores Amount spent on the Project or programs Rs. Crores Cumulative Expenditure upto reporting period Rs. Crores Amount spent: Direct or through implementing agency
1 Roof Rain Water Harvesting Water Resource All manufacturing site of GHCL Ltd. in 0.29 0.11 0.11 Amount directly spent through implementing agencies*
and Village Water Distribution Development the state of Gujarat (1) Sutrapada Dist.
System under Coastal Area Programme Gir Somnath (2) Rajula Dist. Amreli (3)
Development Project (Drinking water) Ghogha Dist. Bhavnagar (4) Bhilad
Dist. Valsad
2.1 Drip Irigation Sprinkler Agro based 0.76 0.78 0.78 DO
Irrigation Training and other livelihood
various activities
2.2 Vocational Training Centre Skill based 0.59 0.28 0.28 DO
3 Animal Treatment Camp and Artificial Insemination center Animal Husbandry 0.38 0.17 0.17 DO
4.1 Mobile Dispensary Health camps Vaccination and Eye camps; Health & 1.59 1.55 1.55 DO
4.2 Toilet Blocks and Awareness Programme as part of Swachh Bharat Abhiyaan Sanitation
5 Site School near Mining area uniform Scholarship and financial support for higher studies Education 0.48 0.39 0.39 DO
6 Formation of Self Help Group (SHG) and Training Programme Women Empowerment 0.14 0.05 0.05 DO
7 Street light Road repairing construction of school boundary Eradication Hunger Peoples Rural Development 0.16 0.08 0.08 Do
8 Establishment & Fixed Assets Establishment & Fixed Assets 0.82 0.59 0.59 DO
Total 5.21 4.00 4.00
*Amount spent through Implementing Agencies (GHCL Foundation Trust) of Rs. 4.00 Crores.
Reasons for not spending full amount: The Company had budgeted to spend amount on CSR activities more than the prescribed limit under law. But the Company could not spend the amount as per the prescribed under the law mainly due to the reason that the Company could not get clearance from the authority and also some planned activities have been commenced but still in pipeline. However the Company is committed to spend more amount on CSR activities during FY 2017-18 to ensure that the unspent CSR amount for 2016-17 should be spent during FY 2017-18. The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.




a) Energy Conservation Measure Taken

1 Insalled 2.1 MW wind energy Generator for captive consumption at Village limbudaJamnagar.

2 Installed Energy efficient RO plant of capacity 300 M3/Hr at SodaAsh Unit.

3 Installation of two belt fitlers which reduced bicarbonate moisture content andresulting in savings in calciner steam consumption at Soda Ash unit.

4 Replacement of conventional tube light by Energy efficient LED tube lights at SodaAsh and Textile-Madurai and Bhilad unit.

5 ReplacementofOldmotorsbyEnergyEfficient Soda motorsat

6 Installation of Variable Frequency Drive in lime kiln blower with saving of about 25%in energy at Soda Ash unit.

7 Re-using the processed 300KL water with the help of water conservation project atVapi unit.

8 Replacement of air end in 2 compressors which is providing higher 900 CFM withlesser energy consumption at Vapi unit.

9 Installation of Variable Frequency Drive at different processes to reduce down energyconsumption on pumping system at Vapi unit.

10 Energy saved through reduction of air leakage in each machine from Blow room toAutoconer at Paravai and Manaparai.

11 Energy saved by replacing pneumafil fan of 4.5 KW by modified suction fan of 1.5 KWin ring frame at Manaparai.

12 Installation of Energy efficient fan in Comber machine in Vaigai Unit.

13 By optimizing the humidification plant in Open End Unit the energy saved by 20% byreducing the angle of blade.

14 Energy audit done by SITRA (Southern India Textile Research Association Coimbatore)to identify the energy saving potential. Based on their report partially completed and theremaining part is under review.

b) Additional Investment & proposals if any being implemented for reduction ofconsumption of energy

1 Installation of high speed filters to reduce bicarbonate moisture for calcinerspecific steam consumption at Soda Ash unit.

2 Installation of Variable Frequency Drive for DSA blower at Soda Ash unit.


year ended Year ended
March 312017 March 312016
1 Electricity
(i) Purchased units ( crores kwh) 11.61 12.78
Total amount ( Rs. crores ) 84.06 94.27
Rate per unit ( Rs.) 7.24 7.37
(ii) Own Generation
(a) Through DG
units ( crores kwh ) 2.31 0.09
units per ltr of Diesel Oil 4.20 3.03
Cost per unit (Rs.) 6.44 15.39
(b) Through GTG
units ( crores kwh ) 0.07 0.25
units per SCM of Gas 2.38 3.70
Cost per unit (Rs.) 14.22 10.82
(c) Through TG
units ( crores kwh ) 20.79 19.38
Cost per unit (Rs.) 3.17 3.31


year ended Year ended
March 312017 March 312016
2 Coal
Quantity (MT) 305089 295177
Total Cost (Rs. crores) 168.53 178.16
Average Rate (Rs/MT) 5524 6036
3 Lignite
Quantity ( MT ) 100214 143202
Total Cost ( Rs. crores ) 33.79 60.89
Average Rate (Rs/MT) 3372 4252
4 Petroleum Coke
Quantity ( MT ) 30039 0
Total Cost ( Rs. crores ) 19.87 0
Average Rate (Rs/MT) 6614 0
5 Consumption per Unit of Production


Electricity (kwh/MT)
Production year ended Year ended
(MT) March 31 2017 March 31 2016
Soda Ash 801269 266.17 260.61
Salt 47503 23.06 21.39
Yarn 23379 4.22 4.07
Cloth ( Fabric '000 Meters) 33292 1.04 1.06
Coal -Soda Ash (MT/MT) 801269 0.34 0.38
Lignite - Soda Ash (MT/MT) 801269 0.12 0.18
Petroleum Coke - Soda Ash (MT/MT) 801269 0.04 0.00


1 Research & Development a) Efforts continue to bring in operationalefficiencies and product up gradations to meet specific customer need both domestic andexport. No specific expense can be earmarked for Research & Development as this is anongoing process at the operational level. b) Efforts to improve quality of refined sodiumbicarbonate is in progress in co-operation with M/S Niochim Ukraine.

2 Future Action Plan a) A pilot plant to manufacture innovative blockshaving good strength using wastes from soda ash manufacture like limestone fines fly ashand shredded waste plastics is planned to be set up at Soda Ash plant in co-operation withreputed academic institute.

3 Technology -Absorption Adoption and Innovation

a) Project to increase carbonation tower efficiency in association with M/S NiochimUkraine is in progress .

4 Information Regarding Technology imported during last three year



For the Year Ended 31st March 2017 For the Year Ended 31st March 2016
(Rs. in Crore) (Rs. in Crore)
Earnings 701.69 675.45
Outgo (Inclusive CIF value of imports) 481.77 288.30



A. Ratio of remuneration of each Director to the median remuneration of the employeesof the Company for the FY 2016-17 as well as the percentage increase in remuneration ofeach Director Chief Financial

Name of the Director Ratio to Median Remuneration % Change in remuneration over previous year
Non-Executive Director
Mr Sanjay Dalmia 34.43 162.55
Mr. Anurag Dalmia 28.47 120.51
Mr. Neelabh Dalmia 23.62 54.70
Dr. B C Jain 18.43 19.00
Mr. G C Srivastava 16.33 6.86
IDBI Bank- PVB 3.53 -45.76
Mr. Mahesh Kumar Kheria 16.33 6.86
Mr. Sanjiv Tyagi 15.01 10.87
Mr.Lavanya Rastogi 12.47 26.26
Mr. K C Jani 17.44 30.76
Executive Directors
Mr. R S Jalan 375.99 42.46
Mr. Raman Chopra 212.80 39.33

Note: For above calculation remuneration includes sitting fee and commission.Commission relates to the financial year ended 31st March 2017 which will bepaid during FY2017-18 The Percentage increase in remuneration of Mr. Bhuwneshwar MishraGeneral Manager & Company Secretary is 6.64%

B. Percentage increase in median remuneration in the Fy 2016-17: - 4.18%

C. Number of Permanent employees on the roll of the company as on 31stMarch 2017: 3555 D. Comparison of average percentile increase in salary ofemployees other than the managerial personnel and the percentile increase in themanagerial remuneration

% change in remuneration
Average increase in Salary of employees other than managerial personnel 17.90%
Average increase in remuneration of managerial personnel 34.63%

E. Affirmation

It is affirmed that the remuneration paid to the Directors Key

Managerial Personnel and other employees is as per the Remuneration Policy of theCompany.

F. Justification for Average increase in Salary

During the F.Y. 2016-17 change in average percentile in salary of employees other thanthe management personnel is 17.90%. The primary reason of change in average percentile insalary is granting of ESOPs & higher increment to employees during the year.

In case of managerial personnel the significant change in salary is due to granting ofESOPs & higher payment of commission due to significant increase in PAT for thefinancial year 2016-17.

Part-B: Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014

List of Top Ten Employees and other Employees

who have been paid Rs. 8.5 Lacs or above per month during the year 2016-17

Sl. Name Age Designation Gross Qualification Exp. Date of Previous Remark
No. Remune- (Years) commencement Employment /
ration * (Rs) of Employment Position held

Employment during full year

1 R S Jalan 59 Managing Director 76138102 B Com FCA 33 7-Jun-02 Sree Meenakshi Mills
/ Exec. Director
2 Raman Chopra 51 CFO & Executive 43123903 B Com FCA 28 1-Oct-03 Dalmia Brothers Pvt
Director - Finance Ltd / VP-Spl. Proj.
3 Sunil Bhatnagar 58 President - Marketing 19883979 B Com LLB DIM 33 16-Aug-93 Ballarpur Inustries
Dy. Mgr - Mktg
4 N N Radia 61 COO - Soda Ash 15776913 BE -Mechanical 34 16-Jan-86 Tata Chemicals Ltd. /
Shift In Charge
5 Neeraj Jalan 42 Sr. Vice President - 13788058 CA 17 3-Sep-98 Capman Cap.
Home Textiles Markets Ltd /
Backoffice Incharge
6 V Chandramouli 57 Sr. Vice President - 13396155 B Com CA 29 14-Dec-92 Mafatlal Ind. Ltd /
Finance Manager - F&A
7 M Sivabala- 56 Sr Vice President - 12596412 BE -Textiles 32 17-May-95 Loyal Textile Mills Ltd
subramanian Oprns.(Yarn Divn) / Manager-QA
8 Rajesh Tripathi 50 Vice President - 8057648 M Sc PGHR PG 20 15-Nov-07 Panacea Biotec Ltd/
Human Resource Psychology GAMP DGM- HR
9 Jayesh P Shah 57 Vice President - IR 6932117 MSW 31 24-Apr-12 Alembic Ltd/GM-HR
10 J N Shah 60 Vice President - 6664720 BE- Chemical 36 5-Jul-85 DCW/Assistant
ProductionSoda Ash Process Engineer
11 Sachin Kulkarni** 44 COO-Home Textile 2987757 B. Tech-Textiles DBM 23 5-Dec-16 Welspun Ltd/Sr. VP-
*Gross remuneration includes the Commission and / or VPP entitlement for the year 2016-17 paid in 2017-18
** Mr Sachin Kulkarni joined on December 5 2016 as (VP Operation) Home Textile. Remuneration drawn by him during 2016-17 is not covered under List of Top Ten employees. But based on his CTC Entitlement of Rs. 1 Crore we have included his name.
Joining during the year: No Employee joined with CTC of Rs.8.5 lacs or above per month during 2016-17.
Separation during the year: No Executive with CTC of Rs. 8.5 lacs or above per month left the Company during 2016-17.