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GHCL Ltd.

BSE: 500171 Sector: Industrials
NSE: GHCL ISIN Code: INE539A01019
BSE 00:00 | 26 Sep 655.05 -35.80
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NSE 00:00 | 26 Sep 656.30 -34.30
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OPEN 690.00
PREVIOUS CLOSE 690.85
VOLUME 71875
52-Week high 709.00
52-Week low 349.00
P/E 7.32
Mkt Cap.(Rs cr) 6,262
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 690.00
CLOSE 690.85
VOLUME 71875
52-Week high 709.00
52-Week low 349.00
P/E 7.32
Mkt Cap.(Rs cr) 6,262
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

Your directors take pleasure in presenting the 3rd Integrated Reportprepared as per the framework set forth by the international Integrated Reporting Counciland the 38th Annual Accounts on the business and operations of your Company along withthe summary of standalone and consolidated financial statements for the year ended March31 2021. The economic contraction in first half of FY 2020-21 was very challenging due toCovid - 19 lockdown; however business activities returned to normalcy due to its zeal andcommitment. The Company has witnessed gradual recovery in the domestic demand back topre-COVID level in all the business segments. The financial highlights of the Company forFY 2020-21 are given below:

A: Financial Results

Standalone

Consolidated

Particulars Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Net Sales /Income 2849.71 3272.44 2927.12 3322.72
Gross profit before interest and depreciation 645.80 753.16 663.16 745.60
Finance Cost 90.21 118.18 91.18 119.79
Profit before depreciation and amortisation - (Cash Profit) 555.59 634.98 571.98 625.81
Depreciation and Amortisation 133.19 130.51 133.41 131.21
PBT before exceptional items 422.40 504.47 438.57 494.60
Profit before Tax (PBT) 422.40 504.47 438.57 494.60
Provision for Tax - Current 105.86 143.38 105.89 143.39
Tax adjustment for earlier years -0.93 -2.48 -0.93 -2.48
Provision for Tax - Deferred 7.49 -42.93 7.49 -42.93
Profit after Tax 309.98 406.50 326.12 396.62
Other comprehensive income (OCI) 4.73 -5.53 7.60 -5.79
Total Comprehensive income for the period 314.71 400.97 333.72 390.83
Balance brought forward from last year 1971.08 1672.61 1937.83 1649.25
Appropriations
FVTOCI Reserve 5.95 -3.44 -5.95 -3.44
Final Dividend 0.00 77.52 0.00 77.52
Tax on Dividend and Tax paid on Buy back of share 0.00 28.42 0.00 28.42
Balance carried to Balance Sheet 2279.83 1971.08 2262.73 1937.83

1. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulations 2015 ("ListingRegulations") the Board of Directors of the Company has formulated and adopted theDividend Distribution Policy ('DDP'). As per the DDP the Board's endeavours isto ensure transparency in deciding the quantum of dividend and commit a dividend pay-outratio including the dividend tax in the range of 15% to 20% of profits after tax (PAT) onstandalone financials of the Company. The Board of Directors while taking decision forrecommendation of the dividend will take guidance

from this policy and would ensure to maintain a consistent approach todividend pay-out plans.

The Dividend Distribution Policy is annexed to this report as AnnexureI and is also available on the Company's website www.ghcl.co.in

As per section 194 of Income Tax Act a company is required to deductTDS @ 10% on dividend payment if it exceed Rs. 5000/-. However no TDS shall be deductedin the case of any dividend payment to Life Insurance Corporation General InsuranceCorporation of India any other insurer and Mutual Funds specified u/s 10(23D) of IncomeTax Act.

Moreover as per section 195 of the Act TDS is required to deduct @ 20%plus surcharge on payment of Dividend to Non Resident.

2. Dividend

Your Directors are pleased to inform that your Company has a consistenttrack-record of dividend payment for last 27 years. The Board of Directors in its meetingheld on May 19 2016 had approved a Dividend Distribution Policy of the Company. As persaid policy dividend pay-out (including tax if any) will be 15 to 20 % of net profit ofthe Company.

In line with the Dividend Distribution Policy the Board of Directorsof the Company ('the Board') has recommended a dividend of Rs. 5.50 per fully paid upequity share on 95013286 equity shares of face value Rs. 10 each for the year endedMarch 31 2021 (Previous year Rs. 3.00 per equity share as an Interim Dividend).

The dividend on equity shares is subject to the approval of theShareholders at the ensuing Annual General Meeting of the Company scheduled to be held onSaturday June 19 2021. The dividend once approved by Shareholders will be paid on andfrom Wednesday June 23 2021. The total dividend payout for the financial year 2020-21shall be approx. Rs. 52.26 crores.

The Register of Members and Share Transfer Books of the Company willremain closed from June 13 2021 to June 19 2021 (both days inclusive) for the purpose ofpayment of dividend for the financial year ended March 31 2021 and the Annual GeneralMeeting.

3. Transfer to Reserves:

The Board of Directors has decided to retain the entire amount ofprofits in the profit and loss account.

4. Share Capital

The paid up Equity Share Capital of the Company as on March 31 2021 isRs. 950132860/- comprising of 95013286 equity shares of Rs. 10/- each. We would liketo inform to our shareholders that there is no change in the paid up equity capital of theCompany during FY 2020-21.

5. Employees Stock Options Scheme

Your company has Employees Stock Options Scheme for its permanentemployees as per the scheme 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.

The details of the Employee Stock Options plan form part of the Notesto accounts of the financial statements in this Annual Report and is also annexed herewithas Annexure II and forming part of this Report.

6. Finance

6.1. Resource Mobilization Short Term

During the year your company arranged / renewed working capitalfacilities of Rs. 1065 Crs (both fund based and non-fund based limit) and completeddocumentation formalities with participation from State Bank of India Bank of BarodaUnion Bank of India IDBI Bank Ltd HDFC Bank Ltd and Axis Bank Limited. During the yearyour company also arranged / renewed unsecured working capital facilities of Rs. 140Crores (both fund based and non fund based limit) from HDFC Bank Ltd. IDFC First BankLtd. and Bank of Bahrain and Kuwait.

Long Term

Since your company has maintained excellent relationship with thelenders and also taking into consideration of timely repayment of principal and interestyour company approached various lenders of Long Term loans and requested for reduction ininterest rate by 1%.

Accordingly lenders have reduced the interest rate from 8.75% to 7.70%resulted interest cost reduction by approx. Rs. 9 Crs (Long Term).

The details of rate of interest are as under:

Borrowing Outstanding as on 31.03.2021 (Rs. in Crs) ROI P.A.
Long Term Borrowing 726.75 7.70%
Short Term Borrowing 161.85 1.77%
(including Supplier's
Credit)*
Total Borrowing 888.60 6.62%

* Without considering forward premium.

6.2. Reaffirmation of Credit Rating

(i) Due to timely repayment of interest and principal to lenders CARE(Credit Analysis & Research Ltd) has reaffirmed rating of CARE A+ with Stable Outlookfor Long Term facilities and CARE A1+ with Stable Outlook for short term facilities of theCompany.

(ii) Further India Rating has affirmed Credit Rating for Issuance ofCommercial Paper program as under:

Instrument Type : Commercial Paper
Size of Issue : Rs. 100 Crores
Rating Assigned by the Agency : IND A+ (Highest)

(iii) India Rating has also affirmed Issuer Rating as A+ with outlookrevised from Stable to Positive.

6.3. Investors Education and Protection Fund

During the financial year your Company has transferred to investors'education and protection fund account (IEPF) a sum of Rs. 41.37 lacs towards unclaimeddividend.

7. Management Discussion & Analysis

In terms of Regulation 34 (2) (e) of the Listing Regulations 2015 readwith other applicable provisions the detailed review of the operations performance andfuture outlook of the Company and its business is given in the Management's Discussion andAnalysis Report (MDA) which forms part of this Annual Report and is incorporated herein byreference and forms an integral part of this report.

B. Integrated Report

Your company believes that sustainable development calls for concertedefforts towards building an inclusive sustainable and resilient future for people andplanet through harmonising economic growth social inclusion and environment protection.In furtherance to this commitment your company had taken paradigm shift from compliancebased reporting to governance based reporting and adopted the Integrated Report (IR)framework developed by the International Integrated Reporting Council. Your Company createlong-term value for all stakeholders through its strategy activities and commitments.The Integrated Report is a part of this Annual Report which provides a clear conciseand comprehensive vision of business model.

C. Performance Highlights and State of Company's Affairs

The detail of business performance and state of company's affairs aregiven in MDA (from Page No. 155 to Page No. 161) and Integrated Report (from Page No. 1 toPage No. 81).

COVID -19 pandemic has affected operations of the company andmanagement took all possible steps to safeguard the health and safety of its employees andother stakeholders. The detailed write up on the Covid -19 and steps taken by the companyis given in its integrated report on page no 6 to 9

1. Demerger of the Textiles Business of the Company

The Board of Directors of the company in their meeting held on March16 2020 had approved the Scheme of Arrangement between GHCL Limited ('Demerged Company'or 'GHCL') and GHCL Textiles Limited ('Resulting Company') and their respectiveshareholders and creditors pursuant to the provisions of Sections 230 to 232 of theCompanies Act 2013 and other applicable provisions thereof in respect of demerger of theTextiles Business of GHCL Limited into its wholly owned subsidiary GHCL Textiles Limited(Resulting Company). As per the Scheme the equity shares held by GHCL Limited in GHCLTextiles Limited shall be cancelled. Further the Resulting Company's shareholding patternwill mirror the shareholding pattern of the Demerged Company post Scheme. Also shares ofthe Resulting Company shall be listed on the Stock Exchanges.

Pursuant to the Order dated January 22 2021 passed by the Hon'bleNational Company Law Tribunal ('NCLT') Ahmedabad Bench and in terms of Sections 230 to232 of the Companies Act 2013 read with the Companies (Compromises Arrangements andAmalgamations) Rules 2016 the Members and the Unsecured Creditors of the Company attheir separate meetings held on April 8 2021 approved the Scheme by the requisitemajority.

However in the Secured Creditor's meeting held on April 8 2021 basedon the request received from State Bank of India (lead banker) the proposal was placedfor adjournment of the Secured Creditors' Meeting for a period of three months due to thereason that member banks in consortium are required to scrutinize the data/report receivedby them and obtain approval from competent authorities of the respective banks.

Keeping in view of the adjournment request from the Lead bankers andpursuant to power conferred on the chairman of the meeting in paragraph no. 14(xii) of theorder dated 22.01.2021 passed in CA (CAA) 1 of 2021 by Hon'ble NCLT Mr. Jaimin Dave theChairman of the Meeting of Secured Creditors accepted the adjournment request of the Leadbankers. Accordingly Mr. Jaimin Dave announced in the meeting of secured creditors thatadjourned meeting of the Secured Creditors shall be held on Thursday July 8 2021 at11.30 a.m. and requested the Company Secretary to issue fresh notice for the meeting ofthe Secured Creditors. On April 16 2021 the Company has completed dispatch of the Noticeof the adjourned meeting of secured creditors scheduled to be held on July 8 2021.

Hence the Company has not filed second motion application before NCLTAhmedabad Bench as Secured Creditors Meeting is yet to be held. It is important to notethat the Scheme shall become effective upon filing of the certified copy of the Order ofNCLT sanctioning the Scheme with the Registrar of Companies.

2. Awards and Recognition:

Your Directors are pleased to inform that despite of unprecedentedproblems faced due to COVID - 19 and lockdown your Company has received various awardsand recognition during the financial year 2020-21. The details of the awards andrecognition are given in the Integrated Report.

3. Subsidiaries:

Grace Home Fashion LLC a subsidiary of the Company in USA engaged inHome Textile segment. It caters to some of the major Home Textile retailers like Bed Bath& Beyond Dillards TJ Max group Burlington Macy's Amazon Walmart Kohl'sOverstock and various other retailers. As reported in the previous year Rosebys InteriorsIndia Limited (RIIL) an Indian subsidiary is under liquidation with effect from 15th July2014.

The Board of Directors of the Company at their meeting held on March16 2020 had approved a Scheme of Arrangement u/s 230-232 of the Companies Act 2013involving demerger of Textiles Businesses of the Company into a separate company (i.e.Resulting Company). Accordingly the Resulting Company has been incorporated on June 172020 with name of GHCL Textiles Limited as a wholly owned subsidiary of the company. ThisCompany has not carried

any manufacturing trading or service activities during the financialyear ended on 31st March 2021 due to pendency of Scheme. As per the Scheme the equityshares held by GHCL Limited in GHCL Textiles Limited shall be cancelled. Further theResulting Company's shareholding pattern will be the mirror image of the shareholdingpattern of the Demerged Company post Scheme. Also shares of the Resulting Company shallbe listed on the Stock Exchanges.

Pursuant to requirement of Section 136 of the Companies Act 2013which has exempted companies from attaching the financial statements of the subsidiarycompanies along with the Annual Report of the Company. The Company will make available theannual financial statements of the subsidiary company and the related detailed informationto any members of the company on receipt of a written request from them at the RegisteredOffice of the Company. The annual financial statements of the subsidiary company will alsobe kept open for inspection at the Registered Office of the Company on any working dayduring business hours. The Consolidated Financial Statements presented by the Companyinclude financial results of its subsidiary companies associates etc. Details regardingsubsidiaries (including name of companies which have become or ceased to be itssubsidiaries joint ventures or associate companies during the year) have been provided innote no. 47 (refer page no. 390 of Annual Report) and also in the statement u/s 129(3) ofthe Companies Act 2013 (refer page no. 297). The statements are also available on thewebsite of the Company www.ghc1.co.in

4. Consolidated Financial Statements:

Your Directors have pleasure in attaching the Consolidated FinancialStatements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 (hereinafterreferred as Listing Regulations) read with other applicable provisions and prepared inaccordance with applicable IND AS for financial year ended March 31 2021.

5. Corporate Governance:

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirement set out by the SEBI. TheCompany has also implemented several best governance practices. The report on CorporateGovernance under

Regulation 34 of the SEBI Listing Regulations read with Schedule V ofthe said Regulations forms an integral part of the Annual Report. The requisitecertificate from the auditors of the Company confirming compliance with the conditions ofthe Corporate Governance is attached to the Report on Corporate Governance.

6. Board Meetings:

The Board meetings of your company are planned in advance inconsultation with the Board Members. During the financial year ended March 31 2021 theBoard of Directors met four times to review strategic operational and financialperformance of the company. The details of the board's meetings are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and the SEBI Listing Regulations 2015.

7. Directors:

Your directors are pleased to inform that Mr. Sanjay DalmiaNon-Executive Chairman of the Board and Mr. Ravi Shanker Jalan Managing Director of thecompany are directors retiring by rotation and being eligible offer themselves forre-appointment. The Board recommends their appointments at the ensuing Annual GeneralMeeting.

Your directors would like to confirm that the Company has receiveddeclaration from all the Independent Directors confirming their independence as well asconfirmation that "he / she is not aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact his / her ability todischarge his / her duties with an objective independent judgement and without anyexternal influence" Accordingly requirement of Section 149(6) of the Companies Act2013 and Regulation 16(1) (b) & Regulation 25 (8) of the Listing Regulations are dulycomplied with. Pursuant to the circular relating to the "enforcement of SEBI Orderregarding appointment of directors by listed companies" dated June 20 2018 anydirector of the Company is not debarred from holding the office of director pursuant toany SEBI order.

Your directors would like to confirm that as per opinion of the Boardof Directors all the Independent Directors of the Company meet the requirement ofintegrity expertise and experience (including the proficiency) required for theirappointment.

8. Key Managerial Personnel:

Pursuant to Section 203 read with Section 2(51) of the Companies Act2013 the Key Managerial Personnel of the Company are Mr. R S Jalan Managing DirectorMr. Raman Chopra CFO & Executive Director (Finance) and Mr. Bhuwneshwar Mishra Sr.General Manager - Sustainability & Company Secretary. During the year there has beenno change in the Key Managerial Personnel.

9. Familiarization program for Independent Directors:

All new Independent Directors ('IDs') inducted on the Board gothrough a structured orientation program. Executive Directors and Company Secretary makespresentations giving an overview of operations to familiarize the new IDs with theCompany's business operations. The new IDs are given an orientation on Company'sproduct corporate structure and subsidiaries Board constitution and procedures mattersreserved for the Board role responsibilities code of conduct of IDs and measure risk andrisk management strategy. Visits to Plant and locations where company does its CSRactivities are organized on the request of the IDs with an objective to enable them tounderstand the business better. Details of the same are given in Corporate Governancesection of the Annual Report.

10. Board Evaluation

In line with the provisions of the Companies Act 2013 and SEBIGuidance Note on Board evaluation issued on January 5 2017 read with relevant provisionsof the SEBI Listing Regulations 2015 the Board has carried out an annual evaluation ofits own performance and that of its Committees and individual Directors through theseparate meeting of independent directors and the Board as a whole. The Board evaluatedthe effectiveness of its functioning that of the Committees and of individual directorsafter taking feedback from the directors and committee members. The performance of theindependent directors was evaluated by the entire Board except the person being evaluatedin their meeting held on January 28 2021.

A separate meeting of Independent Directors was held on January 152021 to review the performance of NonIndependent Directors' performance of theBoard and Committee as a whole and performance of the Chairman

of the Company taking into account the views of Executive Directorsand the Non-Executive Directors.

The performance evaluation of the Board and its constituents wasconducted on the basis of functions responsibilities competencies strategy tone at thetop risk identification and its control diversity and nature of business. A structuredquestionnaire was circulated to the members of the Board covering various aspects of theBoard's functioning Board culture execution and performance of specific dutiesprofessional obligations and governance. The questionnaire is designed to judge knowledgeof directors their independence while taking business decisions; their participation informulation of business plans; their constructive engagement with colleagues andunderstanding the risk profile of the company etc. In addition to the above the Chairmanof the Board and / or committee is evaluated on the basis of his leadership coordinationand steering skills.

The Nomination and Remuneration Committee reviews the performance ofindividual Directors on the basis of their contribution as a member of the board orcommittee. The quantum of profit based commission payable to directors is decided by theNomination and Remuneration Committee on the basis of overall performance of individualdirectors.

11. Nomination and Remuneration Policy

Based on the recommendation of the Nomination & RemunerationCommittee the Board has approved the Nomination and Remuneration Policy for DirectorsKey Managerial Personnel ('KMP') and all other employees of the Company. TheCompany's Nomination and Remuneration Policy and Practices have been formulated andmaintained to meet the following objectives:

1. To attract retain and motivate qualified and competent individualsat Director Key Managerial and other employee levels to carry out company's businessoperations as assigned to them.

2. To ensure payment of salaries and perks that are comparable tomarket salary levels so as to remain competitive in the industry.

3. To revise the remuneration of its employees periodically for theirperformance potential and value addition after systematic assessment of such performanceand potential.

4. To ensure disbursal of salary and perks in total compliance to theapplicable statutory provisions and prevailing tax laws of the Country.

The Nomination and Remuneration Policy is annexed to this report asAnnexure III and is available on website www.ghcl.co.in of the company.

12. Managerial Remuneration & Particulars of employees:

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed to thisreport.

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofemployees drawing remuneration in excess of the limits set out in the said Rules formspart of the report as Annexure IV.

13. Secretarial Audit Report

Section 204 of the Companies Act 2013 inter-alia requires every listedcompany to undertake Secretarial Audit and shall annex with its Board's Report aSecretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 readwith Regulation 24A of the Listing Regulations and other applicable provisions if anythe Board of Directors of the Company had appointed Mr. S Chandrasekaran representingChandrasekaran & Associates Practicing Company Secretaries New Delhi to conductSecretarial Audit of the Company for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended March 312021 are annexed with the Board's report and formed as part of the Annual Report.This report is unqualified and self-explanatory and does not call for any furthercomments.

14. Listing of the Equity Shares

The equity shares of your Company are listed at BSE Limited Mumbai andNational Stock Exchange of India Limited Mumbai (NSE). The annual listing fees for theyear 2020-21 have been paid to all these Stock Exchanges.

15. Web address for annual return and other policies / documents

As required under Section 134(3)(a) of the Companies Act 2013 theAnnual Return is put up on the Company's website www.ghcl.co.in. and can be accessedat https://www.ghcl. co.in/performanc-reports. In addition other policies / document ofthe Company are placed on the Company's website www.ghcl.co.in as per the statutoryrequirement.

16. Extracts of Annual Return

The extract of annual return as on the financial year ended March 312021 in Form MGT - 9 is annexed herewith as Annexure-V and forming part of this Report.

17. Corporate Social Responsibility (CSR)

Your Company has been one of the foremost proponents of inclusivegrowth and since inception has been continuing to undertake projects for overalldevelopment and welfare of the society. GHCL's commitment to the development ofweaker sections of society is continuing since more than two decades. GHCL through its"GHCL Foundation Trust" has upgraded its CSR activities to cover a largersection of the society and included to provide support to the downtrodden needy andmarginalized citizens and also to create social infrastructure for their sustenance.

The Company has in place a CSR Policy which provides guidelines toconduct its CSR activities. The CSR Policy and other necessary details related to CSRactivities are available on the website of the Company www.ghcl.co.in. During the yearthe Company spent Rs. 9.03 Crs. against statutory minimum of Rs. 9.74 Crs. (i.e. 2.00% ofthe average net profits of last three financial years) on CSR activities whereas CSRbudget for 2020-21 was Rs. 9.80 Cr. Accordingly your Company shall deposit H 0.77 Crs. ina separate bank account opened in compliance of Section 135 of the Companies Act 2013 andthe same shall be used for the planned CSR activities.

The Annual Report on CSR activities in terms of Section 135 of theCompanies Act 2013 is annexed to this Report as Annexure VI.

Your company under its CSR initiatives covers Agriculture & AnimalHusbandry Healthcare Education & Vocational Training Women Empowerment and othermiscellaneous projects on need basis that are important to maintain social licence tooperate the business. These projects are covered under Schedule VII of the Companies Act2013.

Pursuant to the provisions of Section 135 of the Companies Act 2013and Rules thereto a Corporate Social Responsibility (CSR) Committee of the Board had beenconstituted to monitor CSR related activities comprising of Mr. Anurag Dalmia as theChairman of the Committee and Mrs. Vijaylaxmi Joshi Mr. Neelabh Dalmia Mr. R S Jalan andMr. Raman Chopra as members of the Committee. Mr. Bhuwneshwar Mishra Sr. General Manager- Sustainability & Company Secretary is the secretary of the CSR committee.

18. Business Responsibility Report

The Securities and Exchange Board of India ('SEBI') underRegulation 34(2)(f) of Listing Regulations 2015 read with National Guidelines onResponsible Business Conduct issued by Ministry of Corporate Affairs Government of Indiaon March 13 2019 requires top one thousand listed companies to prepare and present aBusiness Responsibility Report ('BRR') to its stakeholders in the prescribed formatdescribing the initiatives taken by the Company on Environmental Social and Governanceperspective. As on March 31 2021 GHCL Limited is mentioned on 548th position on thebasis of capitalization at NSE and on 566th position at BSE.

In the interest of its stakeholders your company on voluntary basisadopted the Integrated Reporting (IR) framework of the International Integrated ReportingCouncil to report on all the six capital that your company uses to create long termstakeholder value.

Your company's Integrated Report has been assessed and E&Y hasprovided the required assurance. Your company also provided the requisite mapping ofprinciples between the Integrated Report and the Business Responsibility Report asprescribed by SEBI. The same is available on Company website www.ghcl.co.in and is annexedherewith as an integral part of this report and also forms part of this Annual Report.

19. Composition of Audit Committee

Audit Committee of the Board has been constituted as per Section 177 ofthe Companies Act 2013 and rule 6 of the Companies (Meetings of Board and its Powers)Rules 2014 and read with Regulation 18 of the Listing Regulations. The primary objectiveof the audit committee is to monitor and provide effective supervision of the Management'sfinancial reporting process with the highest levels of transparency integrity andquality of financial reporting.

The Committee met four times during the year the details of which aregiven in the Corporate Governance Report. As on date of this report the committeecomprises of Dr. Manoj Vaish as Chairman of the Committee and Mrs. Vijayiaxmi Joshi IASMr. Arun Kumar Jain IRS and Justice Ravindra Singh as members of the Committee who areexperts in finance accounts strategy tax law and general administration.

20. Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted as persection 178 (5) of the Companies Act 2013 read with Regulation 20 of the ListingRegulations. The Stakeholders Relationship Committee shall consider and resolve thegrievances of the security holders of the company including complaints related to transferof shares non-receipt of annual report and non-receipt of dividend etc. The StakeholdersRelationship committee consists of Executive and Non-Executive directors comprising of Mr.Arun Kumar Jain IRS as Chairman of the Committee and Justice Ravindra Singh Mr. R SJaian Mr. Raman Chopra and Mr. Neeiabh Daimia as members of the Committee. The Committeedetails are given in the Corporate Governance Report.

21. Composition of Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constitutedas per Section 178 of the Companies Act 2013 and rule 6 of the Companies (Meetings ofBoard and its Powers) Rules 2014 and read with Regulation 19 of the Listing Regulations.The Nomination and Remuneration Committee shall determine qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration of the directors Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee consists of fourNon-Executive directors comprising of Mrs. Vijayiaxmi Joshi IAS as Chairperson of theCommittee Mr. Sanjay Daimia Justice Ravindra Singh and Dr. Manoj Vaish as members of theCommittee. The Committee details are given in the Corporate Governance Report.

22. Vigil Mechanism / Whistle Blower Policy

As a conscious and vigilant organization GHCL Limited believes in theconduct of the affairs of its constituents in a fair and transparent manner by adoptingthe highest standards of professionalism honesty integrity and ethical behaviour. In itsendeavour to provide its employee a secure and fearless working environment GHCL Limitedhas established the "Whistle Blower Policy" The Board of Directors in itsmeeting held on May 28 2014 had approved the Whistle Blower Policy which is effectivefrom October 1 2014 & the same has been duly amended from time to time. Mr. ArunKumar Jain (IRS) Independent Director of the Company is Ombudsperson.

The purpose of the policy is to create a fearless environment for thedirectors and employees to report any instance of unethical behaviour actual or suspectedfraud or violation of GHCL's code of conduct or Ethics Policy to the Ombudsperson. Detailsregarding Whistle Blower Policy are also stated in the Corporate Governance Report. TheWhistle Blower Policy is posted on the website of the Company www.ghci.co.in . During theyear the Company received one complaint under Vigii Mechanism against an employee of yarndivision of the Company. The Whistle Blower Committee was formed to conduct theinvestigation. The said committee conducted details investigation and had one to onediscussion with the complainant and the defendant along with such other employees who werereasonably be expected to provide information about the complaint. The committee did notfind any merit in the complaint and disposed the matter. The copy of the investigationreport was provided to the complainant. The complainant was also advised that the appealagainst the finding of the committee couid be filed before the Chairman of the Auditcommittee.

During the reporting year your company has successfully launchedonline platform for reporting grievances under vigii mechanism.

23. Related Party Transactions

There are no material related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable to the Company. All transactions withrelated parties were reviewed and approved by the Audit Committee. Prior omnibus approvalof the Audit Committee is obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and on an arm's length basis. Astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. The statement is supported by aCertificate from the CFO. All Related Party Transactions are placed before the AuditCommittee and also before the Board.

The policy on Related Party Transactions as approved by the Board isuploaded on the website of the Company www. ghcl.co.in. None of the Directors has anymaterial pecuniary relationships or transactions vis-a-vis the Company.

24. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

25. Risk Management

Risk Management Committee has been constituted as per the requirementof Regulation 21 of the Listing Regulations. The Risk Management Committee consists offour Executive and Non-Executive directors comprising of Mr. Arun Kumar Jain IRS asChairman of the Committee and Mr. R S Jalan Mr. Raman Chopra and Mr. Neelabh Dalmia asmembers of the Committee. The details of Committee and other details are also set out inthe Corporate Governance Report forming part of the Board's Report. The policy onRisk Management as approved by the Board is uploaded on the Company's websitewww.ghcl.co.in.

Your company believes that several factors such as advancements intechnology prevalent geo-political environment and stringent regulatory and environmentalrequirements have consequential impacts across the

value chain of a business. These impacts are likely to continue andintensify over time and for a business to be sustainable it needs to adapt to theenvironment by managing risks and opportunities in a systematic manner.

The Board of Directors of the Company are responsible for riskoversight functions. Risk Management Committee provide guidance for implementing the riskmanagement policy across the organisation. The operation heads of each business units areprimarily responsible for implementing the risk management policy of the company andachieving the stated objective of developing a risk intelligent culture that helps toimprove the company's performance.

The responsibility of tacking and monitoring the key risks of thedivision / business unit periodically and implementing suitable mitigation plansproactively is with the senior executives of various functional units. These risk ownersare expected to avoid any undue deviations or adverse events and ultimately help increating value for the business.

26. Conservation of Energy Technology absorption Foreign ExchangeEarning and outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134 (3) (m) of the CompaniesAct

2013 read with Rule 8 of the Companies (Accounts) Rules

2014 are given in Annexure -VII forming part of this Report.

27. Disclosures as per the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013

Your Company is committed to creating and maintaining a secure workenvironment where its employees agents vendors and partners can work and pursue businesstogether in an atmosphere free of harassment exploitation and intimidation. To empowerwomen and protect women against sexual harassment and as per the requirement of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 ("POSH Act") and Rules made thereunder a policy for prevention of sexualharassment had been made and Internal Complaints Committee had been set up at all majorlocations of the Company. This policy allows employees to report sexual harassment at theworkplace. The Internal Committee is empowered to look into all complaints of sexualharassment and facilitate free and fair enquiry process

with clear timelines. To build awareness in this regard the Companyhas been conducting various programme on a continuous basis.

During the year the Company received one complaint under POSH againstan employee of the Company. The Internal Committee was constituted with majority beingwomen and independent lady member and did detailed investigation. The committee concludedthat there was no merit into the complaint with respect to sexual harassment at workplaceis concerned; however it was found that the respondent was tough and demanding with histeam members due to implementation of project in a scheduled period.

28. Statutory Auditors

Your directors would like to inform that in the 33rd AGM held on July19 2016 M/s S. R. Batliboi & Co. LLP Chartered Accountants (Firm Reg. No. 30100CE /E300005) was appointed as statutory auditors of the Company for a period of fiveconsecutive years i.e. from the conclusion 33rd AGM till the conclusion of 38th AGM.

Hence in line with the requirement of Section 139 and Section 142 ofthe Companies Act 2013 read with rules made thereunder and other applicable provisionsif any and based on the recommendation of the Audit Committee the Board of Directors hasdecided to place the proposal for re-appointment of M/s S. R. Batliboi & Co. LLPChartered Accountants (Firm Reg. No. 30100CE / E300005) as the auditors of the Companyfor a period of five years i.e. from the conclusion 38th Annual General Meeting (AGM) tillthe conclusion of 43rd AGM. They have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed thereunder for appointment as Auditors of theCompany. As required under Regulation 33 (1) (d) of the Listing Regulations they havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

Your directors would like to inform that re-appointment of Auditorsshall be for a period of five years with initial annual remuneration of Rs. 1.20 Crs. plusapplicable taxes and the increment of Auditors' remuneration shall be in line withthe Company's policy and also as per directions of Audit Committee / Board in linewith the overall approval given by members of the Company. The Board recommendsre-appointment of the Auditors.

M/s S. R. Batliboi & Co. LLP has audited the books of accounts ofthe Company for the financial year ended March 31 2021 and has issued the Auditors'Report thereon. There are no qualifications or reservations on adverse remarks ordisclaimers in the said report.

29. Auditor's Report

There is no qualification reservation adverse remark or disclaimermade by the Statutory Auditors and/or Secretarial Auditors of the Company in their reportfor the financial year ended March 31 2021. Hence they do not call for any furtherexplanation or comment u/s 134 (3) (f) of the Companies Act 2013.

30. Cost Auditors

In terms of Section 148 of the Companies Act 2013 the Companymaintains cost records as per the requirement and a Cost Accountant conducts audit of saidcost records. In this connection the Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of M/s R J Goel &Company Cost Accountants New Delhi as Cost Auditors of the Company for all its divisions(i.e. Soda Ash Yarn and Home Textile) for the financial year ending March 31 2022.

31. Directors' Responsibility Statement

Based on the framework of internal financial controls established andmaintained by the company work performed by the internal statutory secretarial and costauditors and external agencies including audit of internal financial controls overfinancial reporting by the statutory auditors and reviews performed by the management andrelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective duringfinancial year 2020-21. Accordingly pursuant to Section 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b. such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit andloss of the Company for the financial year ended March 31 2021;

c. the proper and sufficient care has been taken by them for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the annual accounts for the financial year ended March 31 2021 havebeen prepared by them on a going concern basis;

e. proper Internal financial controls have been followed by the companyand that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

32. General Disclosures

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there is no

transaction on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act.

(ii) Issue of equity shares with differential rights as to dividendvoting or otherwise.

(iii) Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme save and except Employees' Stock Options Schemesreferred to in this Report.

(iv) The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.

(v) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operationsin future.

(vi) No fraud has been reported by the Auditors to the Audit Committeeor the Board.

(vii) There is no Corporate Insolvency Resolution Process initiatedunder the Insolvency and Bankruptcy Code 2016.

33. Acknowledgement

The directors express their gratitude to customers vendors dealersinvestors business associates and bankers for their continued support during the year. Weplace on record our appreciation of the commitment and contribution made by the employeesat all levels. Our resilience to meet challenges was made possible by their hard worksolidarity cooperation and support.

We thank the Government of India the State Governments and statutoryauthorities and other government agencies for their support and look forward to theircontinued support in the future.

For and on behalf of the
Board of Directors of GHCL LIMITED
Sanjay Dalmia
Date: April 28 2021 Chairman
Place: Noida DIN: 00206992

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