to the members of GHCL Limited
Your directors take pleasure in presenting the 1st Integrated Report(prepared as per the framework set forth by the International Integrated ReportingCouncil) and the 36th Annual Accounts on the business and operations of yourCompany along with the summary of standalone and consolidated financial statements forthe year ended March 31 2019.
A: FINANCIALR ESULTS
| || || || |
(Inr in crores)
|Particulars ||Standalone ||Consolidated |
| ||Year ended march 31 2019 ||Year ended March 31 2018 ||Year ended march 31 2019 ||Year ended March 31 2018 |
|Net Sales /Income ||3384.72 ||2968.34 ||3356.83 ||3008.04 |
|Gross profit before interest and depreciation ||783.72 ||649.17 ||774.91 ||644.05 |
|Finance Cost ||126.32 ||124.16 ||127.34 ||126.56 |
|Profit before depreciation and amortisation - (Cash Profit) ||657.40 ||525.01 ||647.57 ||517.50 |
|Depreciation and Amortisation ||116.29 ||109.53 ||116.94 ||110.10 |
|PBT before exceptional items ||541.11 ||415.48 ||530.63 ||407.40 |
|Exceptional items ||- ||- ||- ||- |
|Profit before Tax (PBT) ||541.11 ||415.48 ||530.63 ||407.40 |
|Provision for Tax Current ||153.84 ||106.76 ||153.81 ||106.84 |
|Tax adjustment for earlier years ||0.84 ||(89.81) ||0.84 ||(89.81) |
|Provision for Tax Deferred ||25.40 ||34.02 ||25.40 ||34.02 |
|Profit after Tax ||361.03 ||364.51 ||350.58 ||356.35 |
|Other comprehensive income (OCI) ||1.64 ||3.48 ||(3.24) ||5.35 |
|Total Comprehensive income for the period ||362.67 ||367.99 ||347.34 ||361.70 |
|Balance brought forward from last year ||1369.92 ||1044.48 ||1357.03 ||1039.75 |
|Appropriations || || || || |
|FVTOCI Reserve ||1.23 ||1.40 ||(3.65) ||3.27 |
|Final Dividend ||48.74 ||34.20 ||48.76 ||34.20 |
|Tax on Dividend ||10.01 ||6.95 ||10.01 ||6.95 |
|Balance carried to ||1672.64 ||1369.92 ||1649.30 ||1357.02 |
|Balance Sheet || || || || |
1. Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations 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 is toensure 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 tomaintain a consistent approach to dividend pay-out plans.
The Dividend Distribution Policy is annexed to this report as Annexure I and isalso available on the Company's websitewww.ghcl.co.in
Your Directors are pleased to inform that your Company has a consistent track-record ofdividend payment for last 25 years. In line with the Dividend Distribution Policy theBoard of Directors of the Company (the Board') has recommended a dividend of INR5.00 per fully paid up equity share on 98028286 equity shares of face value INR 10 eachfor the year ended March 31 2019 (Previous year INR 5.00 per equity share).
The dividend on equity shares is subject to the approval of the Shareholders at theensuing Annual General Meeting of the Company scheduled to be held on Thursday May 302019. The dividend once approved by Shareholders will be paid on and from Monday June 32019. The total dividend payout for the financial year 2018-19 shall be INR 59.11 crorescomprising of dividend amounting to INR 49.01 crores and dividend tax of INR 10.10 crores.
The Register of Members and Share Transfer Books of the Company will remain closed fromMay 24 2019 to May 30 2019 (both days inclusive) for the purpose of payment of dividendfor the financial year ended March 31 2019 and the Annual General Meeting.
3. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profits in the profitand loss account.
4. Share Capital
The paid up Equity Share Capital of the Company as on March 31 2019 is INR980282860/- comprising of 98028286 equity shares of INR 10/- each. Your Companywould like to inform that during the financial year paid up equity share capital of thecompany has been increased by 605000 due to issue and allotment of equity shares to theemployees under Employees Stock Options Scheme. The details of the same are given below
|Sl. No. Particulars ||No. of Equity shares of Inr 10/- each |
|1. No. of Equity Shares as on March 31 2018 ||97423286 |
|2. No of Equity Shares allotted against exercise of Employees Stock Options by the eligible employees on June 9 2018 for which listing and trading approval was given by BSE and NSE effective from June 20 2018. ||585000 |
|3. No. of Equity Shares allotted against exercise of Employees Stock Options by the eligible employees on October 31 2018 for which listing and trading approval was given by BSE and NSE effective from November 13 2018. ||20000 |
|4. Total No. of Equity Shares as on March 31 2019 ||98028286 |
5. EMPLOYEES STOCK OPTION SCHEME
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 April 25 2018 had granted 21.30 Lacs StockOptions to its 58 employees (including three Key Managerial Personnel) at an exerciseprice of INR 150 each. Employees may exercise their options during valid vesting periodsubject to compliance of other terms and conditions of the Scheme approved by theshareholders.
Your Board would also like to update you that Nomination and Remuneration Committee inits meeting held on June 9 2018 had allotted 585000 Equity Shares of INR 10 each toforty two employees (including three Key Managerial Personnel) of the Company againstexercise of their Employees Stock Options by the eligible employees pursuant to GHCL ESOS2015.
Further the Nomination and Remuneration Committee in its meeting held on October 312018 had allotted 20000 Equity Shares of INR 10 each to three eligible employees of theCompany against exercise of their Employees Stock Options pursuant to GHCL ESOS 2015.
The details of the Employee Stock Options plan form part of the Notes to accounts ofthe financial statements in this
Annual Report and is also annexed herewith as Annexure II and forming part of thisReport.
I. UPGRADATION OFCRED IT RATING
(i) Due to timely repayment of interest and principal to lenders CARE (CreditAnalysis & Research Ltd) has upgraded rating from CARE A to CARE A+ for Long Termfacilities and from CARE A1 to CARE A1+ for short term facilities of the Company.
(ii) Further India Rating has assigned Credit Rating for Issuance of CommercialPaper program as under:
|Instrument Type ||: Commercial Paper |
|Size of Issue ||: INR 100 Crores |
|Rating Assigned by the Agency ||: IND A+ (Highest) |
|(iii) India Rating has also assigned Credit Rating for Issuance of NCDs as under: || |
|Instrument Type ||: Proposed Non- Convertible |
|Debentures (NCDs) || |
|Size of Issue ||: INR 300 Crores |
|Rating Assigned ||: IND A+ / Stable |
II. RESOURCE MOBILIZATION
(i) Soda Ash expansion Loan
Your Company has started Phase II Soda Ash expansion at Sutrapada Veraval witha Project Cost of INR 300 crores last year. Your company successfully tied up Term Loanfor INR 225 Crores for a period of 10 years including moratorium period of 2 years. YourCompany has incurred expenditure of 220 crores and availed disbursement of Term Loan ofINR 128 crores till the end of current year.
(ii) Capex program
Your company has also undertaken Capex program in Yarn Division at Madurai Tamil Naduat the project cost of INR 60 Crores and your company has successfully tied up term loanfor INR 40 crores for a period of 10 years including moratorium period of 2 years. Yourcompany has incurred expenditure of INR 53 crores and availed term loan of INR 31 croresduring the current year for the said capex program.
(iii) Medium term Loan
Your Company has raised medium term loan of INR 43 crores to increase Net WorkingCapital of the company for a period of 3.5 years including moratorium period of 6 monthsand has availed the same during the current year.
III. INTEREST RATE
(i) short term Borrowing
During the year 2018-19 short term requirements were met through Cash Credit / ShortTerm Loan / Working Capital Demand Loan / Packing Credit / Pre-shipment in ForeignCurrency / Supplier's Credit whereby your company could manage to borrow at WeightedAverage Interest rate at 6.66% p.a.
(ii) Also your company could borrow Long Term borrowing which includes Rupee TermLoans and Foreign Currency Loans at an average rate of 9.15%
(iii) Thus your company could manage to borrow Long Term Loans and Short Term Loansat an average rate of 8.17%.
|Borrowing ||Outstanding as on 31.3.2019 ||ROI P.A. |
| ||in crores || |
|Long Term Borrowing ||890.00 ||9.15% |
|Short Term Borrowing (including Suppliers Credit) ||575.00 ||6.66% |
|Total Borrowing ||1465.00 ||8.17% |
IV. INVESTORS' EDUCATION AND PROTECTION FUND
During the financial year your Company has transferred to investors' education andprotection fund account (IEPF) a sum of INR 32.34 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon.
7. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 (2) (e) of the Listing Regulations 2015 read with otherapplicable provisions the detailed review of the operations performance and futureoutlook of the Company and its business is given in the Management's
Discussion and Analysis Report which forms part of this Annual Report and isincorporated herein by reference and forms an integral part of this report.
B: INTEGRATED REPORT
Your company believes that sustainable development calls for concerted efforts towardsbuilding an inclusive sustainable and resilient future for people and planet throughharmonising economic growth social inclusion and environment protection. In furtheranceto this commitment your company has taken paradigm shift from compliance based reportingto governance based reporting and adopted the Integrated Report (IR) framework developedby the International Integrated Reporting Council. This is an endeavour of your Board toenhance stakeholder value by presenting first Integrated Report as a part of this AnnualReport.
C. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
1. SODA ASH
As per latest estimates of IHS Chemical (Market Advisory Service) the total GlobalSoda Ash capacity is around 69 million MT and demand is approximately 60 million Mts. SodaAsh demand remains stable and balanced in most global regions. While China witnessed aslowdown demand across rest of the world saw a healthy growth.
Turkey had established a new natural capacity of 2.5 Million MT last year and thisfacility is reportedly fully operational now. It is interesting to note that since lastyear Turkey has surpassed China as the second largest soda ash exporter in the world withthe US maintaining the number one position. There are 3 producers of Soda Ash in Turkeywith a total nameplate capacity of 5.4 Million MT per year.
Turkey's soda ash exports reached 3.5 Million MT which is 88% up compared to last yearand domestic consumption is estimated to be 1.1 Million MT all this additional product isreportedly absorbed in the market.
In spite of increasing economic slowdown China continues to be the largest Soda Ashproducer in the world having a capacity of around 31 million tpa which is 45% of theglobal capacity. Post environmental restrictions production is lower than previous yearby 5%. As per IHS Chemical report China's operating rates were around 83% in 2018reporting a production of 25.8 million tpa (down 5% over last year level of 27 millionmt). Domestic consumption 24.7 million tpa (down 4% against last year) with 1.4 milliontpa being exported. Domestic demand slowed down due to closure of a few glass plants (anumber of which have shifted to Malaysia). Analysts feel that China may remain balancedover a period of time in effect capacity / production growth will remain in line withdemand growth and exports may remain range bound at current low levels of 1.2 to 1.5Million MT.
Soda Ash market in Europe has improved over the last year and is expected to remainstable and balanced for some time. Demand is reporting positive growth of around 2% andmarkets are balanced despite influx of higher volumes from Turkey.
US capacity is 13 million tpa in 2018 and they produced around 12 million tpa of sodaash with their annual production representing 90% operating rate. The US production isdown by 1% where as domestic demand for soda ash also saw a negative growth of around 1%versus
2017. The total domestic consumption was estimated at around 5 million tpa and theyhave exported around 7 million tpa. US exports are supported by good demand from SouthAmerica South East Asia (especially due to lower Chinese exports) Australia and parts ofEurope. However US continues facing competition from Turkey in their traditional marketsof South East Asia & Asia Pacific owing to the natural freight advantage that Turkeyenjoys over US however both have managed to find sufficient markets for their export boundproducts .
Overall global demand has shown moderate growth due to the slowdown in China wheredemand slowed down by about 4% over the previous year. Other than China global demand isestimated to have gone up by 2.8%.
As far as Domestic Soda Ash market is concerned the demand has witnessed a growth ofaround 5% in FY 2018- 19 as against last year. The coming fiscal should see stable demandfor soda ash with the main drivers being a strong detergent and float glass sectorfollowed by container glass silicate and chemical sectors.
Total Soda Ash installed capacity in India is around 4.0 million tons with anestimated production of about 3.2 million tons in last financial year (2018-19). The totalsize of the Indian soda ash market is about 4.0 million tons and currently almost 22% ofthe Indian demand is being met by imports. 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.
During the year your company has successfully completed its Brownfield Soda Ashcapacity expansion and the current capacity at your Soda Ash plant stood at 1.10 Milliontons as at March 31 2019. The benefit of brownfield expansion was partially achieved inthe quarter III and quarter IV of FY 2018-19 and the full benefit shall be available in FY2019- 20.
During the financial year 2018-19 your company has produced 9.72 lacs tons soda ash.This year the Company has also achieved highest domestic sales i.e. 8.82 lacs tons andtotal sales of Soda Ash is 8.93 lacs tons including exports.
During the year the Company achieved production of BiCarbonate 49991 tons against35342 tons in the previous year. During the year the Company achieved sales of BiCarbonate49354 tons against 34888 tons in the previous year.
R & D INITIATIVES IN SODA ASH
Business environment is very competitive and in order to have an edge over thecompetition it is essential that company should consistently focus on innovationresearch and development. Your company has strengthened its Research and Development (R& D) activities with an objective to introduce latest and economical technologies inarea of its operations to provide innovative solutions to reduce carbon foot print andcontribute towards environmental sustainability energy conservation projects and improveefficiency of its operations.
The R & D department operates with the above mandate which has resulted in removingbottlenecks in its operational activities reduction in carbon footprint improvedproductivity and energy saving.
The R &D activities are carried out in association with research departments ofpremier chemical engineering institutes and reputed consultants. During the year yourcompany has carried out following activities:
(1) Alternative method for manufacture of sodium carbonate:
In order to reduce cost of production and maintain its edge over the competition yourCompany has taken initiative in developing an alternative route for manufacture of sodaash using selective catalytic conversion technology considering scarce availability ofquality raw materials.
(2) Alternative Brine Purification Method:
Your company is in process of developing an alternative method for Brine Purificationwhich could be cost effective and sustainable. The research activities are undertaken inassociation with the experts. Various experiments are in progress to work out thetechnical and commercial feasibility of alternative Brine Purification process.
(3) Installation of Carbonation Towers with 60% Higher capacity
To keep pace with increasing production capacity and optimum use of space in the plantit has been decided to phase-out old carbonation towers with new carbonation towers of 60%higher capacity equipped with latest technology. Technical know-how has been taken fromoverseas expert agency. Project has been taken up for implementation.
The global textiles market size was valued at USD 895 billion in 2017 and is expectedto reach approximately USD 1235 billion by 2025 according to a recent study conducted byGrand View Research Inc. Rising disposable income urbanization and population growth inemerging economies including China India and Mexico are factors that are expected to playan important role in driving consumerism and unprecedented demand for textile products.
On an overall level the retail industry especially in the USA has been ridden withseveral problems. Online retail is clearly the preferred channel of choice for themillennials and companies like Amazon are giving established retailers sleepless nights.The fact that retailers at an overall level are struggling with their margins and the factthat the purchase pie is shrinking (and the supply base is broadly expanding) suppliersare faced with very tight pricing requirements. Making an entry into retailers' supplierbase under these circumstances has become extremely difficult.
The domestic textile industry in India is projected to reach US$ 250 billion by 2019 asper recent IBEF (India Brand Equity Foundation) report from US$ 150 billion in July 2017.Rising per capita income favourable demographics and a shift in preference to brandedproducts are likely to boost demand. Textile and apparel exports from India is expected toincrease to US$ 82 billion by 2021 from US$ 37 billion in 2017.
At GHCL our strengths revolve around our penchant for innovation and consistentproduct development with the aim of creating a clear differentiation from competition ourstrong passion for sustainability and the circular economy our thought leadership increating intellectual property and our ability to partner with multiple agencies torealise our four pillar strategy. Our key weakness at this point in time is the limitedbreadth of our product basket and our lack of diversification within the realm of HomeTextiles. We are actively evaluating the possibility of moving into the manufacture ofrelated product categories and hence meaning more to end customers by offering a onestop shop' opportunity. The opportunity of a shift in the country of origin strategy issomething that could benefit us substantially as retailers explore business migrationfrom countries like China and Pakistan into India because of uncertainty with regard totrade policies and unfavourable geo-politics respectively. The risk of foreign exchangefluctuations is a reality in this business but with the robust mechanics of our treasurydepartment we are able to take proactive steps to mitigate potential risks.
Your company has integrated textile manufacturing facilities centring around Spinningon one hand with 1.85 Lakh spindles and 3320 rotors and Home Textiles (Weaving Processingand Cut & Sew of Bed Textiles) on the other. Our state-of-the art Home Textilesfacility in Vapi Gujarat comprises of 190 Air Jet looms 45 million meter of wide widthprocessing capacity 12 million meter of weaving capacity and 30 million meter of cut& sew. As informed above Home Textile business is well integrated with spinningbusiness. Our Spinning units situated in Tamil Nadu are considered to be one of the mostefficient and modern yarn manufacturing facilities in India. During the financial year2018-19 Yarn division has performed well as compared with 2017-18.
Additional capacity added during the year by 8400 ring spindles which made overallcapacity to the level of 185000 spindles. The new spinning technology i.e. Air jetspinning introduced during the year with an installed capacity of 480 vortex positionswith the production volume of 180 tons per month. This was very well accepted in themarket.
In the Home Textile segment your directors are pleased to inform that the Company hasbeen continuing to work on strengthening its marketing product development and operatingteams. The strategic focus of the company continues to revolve around sustainabilitytraceability innovation and giving back to society.
These areas are clearly becoming the company's competitive advantage and are likely tosee a huge improvement in the proliferation of business across geographies with bettermargins in times to come.
The Company has taken a very clear leadership position on sustainability across globalhome furnishing manufacturers. In the previous year the company had launched two uniquebedding brands focussing on sustainability REKOOP made using recycled polyesterfrom post-consumer PET bottles with forensic tagging by Applied DNA Sciences USA tosecure provenance and traceability across the supply chain and CIRKULARITY a brand thatsupports the Circular Economy and focusses on the 3 R's Reduce Reuse and Recycle. The 8collections under this brand use sustainable fibre such as Lenzing's TENCEL and REFIBRArecycled polyester more sustainable cotton BCI Organic and Cotton Leads.
In March 2019 your Company has launched a unique brand of bedding that promotes"health and wellness" called MEDITASI. This brand has 9 ranges that centrearound thermal regulation moisture management radiation control athletic recovery andaromatic infusions. Another major initiative by the company which has also been launchedin March 2019 is 100% traceable Egyptian Cotton called NILE HARVEST.
GHCL has also stepped up its focus on the Dot Com business in the US and is workingwith major sites retailers like Amazon Walmart J C Penney etc. The company has launchedits own Dot Com brand called AURAA which sells primarily on Amazon and is getting goodreviews and ratings.
The company is repeatedly getting accolades for its consistent work on innovationsustainability and traceability. This competitive edge and the plethora of new productswill beyond doubt help the company to grow its revenue and profitability the latter beingthe key focus of the company.
The Revenue of Textiles division is at INR.1202 Crores during the financial year2018-19 against INR 1046 Crores in 2017-18.
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.
AWARDS AND RECOGNITION
Your Directors are pleased to inform that during the financial year 2018-19 yourCompany has received various awards and recognition. The major ones among them are asfollows:
(i) Dun & Bradstreet Corporate Awards for the year 2018.
(ii) GHCL Limited achieved 25th rank in Great Place to Work survey amongIndia's Great Place to Work in manufacturing sector for the year 2018.
(iii) Gold Award for quality control awarded by International Convention on QualityConcept Circle (ICQCC) Singapore.
(iv) India Manufacturing Excellence (IME) Awards 2018 awarded by Frost &Sullivan.
Grace Home Fashion LLC a subsidiary of the Company in USA engaged in Home Textilesegment is catering to some of the popular Home-Textile Retailers like Bed Bath Beyond andSteinmart. In addition Grace Home Fashion is also doing online Home Textile Business inUSA through Amazon.com BBB.com Wal-Mart.com JCPenney.com and others. As reported in theprevious year Rosebys Interiors India Limited (RIIL) an Indian subsidiary is underliquidation with effect from 15th July 2014.
Pursuant to requirement of Section 136 of the Companies Act 2013 which has exemptedcompanies from attaching the financial statements of the subsidiary companies along withthe Annual Report of the Company. The Company will make available the annual financialstatements of the subsidiary company and the related detailed information to any membersof the company on receipt of a written request from them at the Registered Office of theCompany. The annual financial statements of the subsidiary company will also be kept openfor inspection at the Registered Office of the Company on any working day during businesshours. The Consolidated Financial Statements presented by the Company include financialresults of its subsidiary companies associates etc. Details regarding subsidiaries havebeen provided in note no. 44 (refer page no. 265 of Annual Report) and also in thestatement u/s 129(3) of the Companies Act 2013 (refer page no. 205). The statements arealso available on the website of the Company
CONSOLIDATED FINANCIAL STATEMENTS
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 2019.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by the SEBI. The Company has alsoimplemented several best governance practices. The report on Corporate Governance underRegulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulationsforms an integral part of this Report. The requisite certificate from the auditors of theCompany confirming compliance with the conditions of the Corporate Governance is attachedto the Report on Corporate Governance.
The Board meetings of your company are planned in advance in consultation with theBoard Members. During the financial year ended March 31 2019 the Board of Directors metfour times to review strategic operational and financial performance of the company. Thedetails of the board's meetings are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI Listing Regulations 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your directors are pleased to inform that based on the recommendations of theNomination and Remuneration Committee as well as Board of Directors the shareholders bypassing ordinary resolutions through Postal Ballot / e-voting have appointed three newindependent directors i.e. Mr Arun Kumar Jain (Ex-IRS) Dr. Manoj Vaish and JusticeRavindra Singh as Non-Executive Independent Directors of the Company for a term of 5consecutive years with effect from April 1 2019 till March 31 2024. Further theshareholders by passing special resolution through Postal Ballot / e-voting havere-appointed Mr. Lavanya Rastogi independent director of the Company for a second termof 5 consecutive years with effect from April 1 2019 till March 31 2024.
Your directors would further like to update that pursuant to the requirement ofRegulation 17 (1A) of the Listing Regulations and other applicable provisions theshareholders by passing special resolution through Postal Ballot / e-voting accordedtheir approval for continuation of directorship of Mr. Sanjay Dalmia after attaining theage of 75 years as Non-Executive Director and Chairman of the Company liable to retire byrotation with effect from April 1 2019.
Mr. Neelabh Dalmia and Mr. Ravi Shanker Jalan are directors retiring by rotation andbeing eligible offer themselves for reappointment. The Board recommends theirappointments at the ensuing Annual General Meeting.
Your directors would like to confirm that the Company has received declaration from allthe Independent Directors confirming their independence as well as confirmation that"he / she is not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact his / her ability to discharge his /her duties with an objective independent judgement and without any externalinfluence".
Accordingly requirement of Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) & Regulation 25 (8) of the Listing Regulations are duly complied with.Pursuant to the circular relating to the "enforcement of SEBI Order regardingappointment of directors by listed companies" dated June 20 2018 any director ofthe Company is not debarred from holding the office of director pursuant to any SEBIorder.
During the year Dr. B. C. Jain (age around 80 years) one of the independent directorof the Company had resigned from the directorship of the company with effect from July18 2018 due to his health conditions. Further the tenure of directorship of Mr. MaheshKumar Kheria and Mr. G. C. Srivastava Independent directors have been completed on March31 2019.The Board of Directors placed on record their gratitude and appreciation for theimmense contribution made by the outgoing directors during their tenure as directors ofthe Company.
Familiarisation programme for Independent director
All new Independent Directors (IDs') inducted on the Board go through astructured 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's productcorporate structure and subsidiaries Board constitution and procedures matters reservedfor the Board role responsibilities code of conduct of IDs and measure risk and riskmanagement strategy. Visits to Plant and locations where company does its CSR activitiesare organized on the request of the IDs with an objective to enable them to understand thebusiness better. Details of the same are given in Corporate Governance section of theAnnual Report.
In line with the provisions of the Companies Act 2013 and SEBI Guidance Note on Boardevaluation issued on January 5 2017 read with relevant provisions of the SEBI ListingRegulations 2015 the Board has carried out an annual evaluation of its own performanceand that of its Committees and individual Directors through the separate meeting ofindependent directors and the Board as a whole. The Board evaluated the effectiveness ofits functioning that of the Committees and of individual directors after taking feedbackfrom the directors and committee members. The performance of the independent directors wasevaluated by the entire Board except the person being evaluated in their meeting held onJanuary 21 2019.
A separate meeting of Independent Directors was held on January 21 2019 to review theperformance of Non-Independent Directors' performance of the Board and Committee as awhole and performance of the Chairman of the Company taking into account the views ofExecutive Directors and the Non-Executive Directors.
The performance evaluation of the Board and its constituents was conducted on the basisof functions responsibilities competencies strategy tone at the top riskidentification 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 of individualDirectors on the basis of their contribution as a member of the board or committee. Thequantum of profit based commission payable to directors is decided by the Nomination andRemuneration Committee on the basis of overall performance of individual directors.
NOMINATION AND REMUNERATION POLICY
Based on the recommendation of the Nomination & Remuneration Committee the Boardhas approved the Nomination and Remuneration Policy for Directors Key ManagerialPersonnel (KMP') and all other employees of the Company. The Company's Nominationand Remuneration Policy and Practices have been formulated and maintained to meet thefollowing objectives:
2. To ensure payment of salaries and perks that are comparable to market salarylevels so as to remain competitive in the industry.
3. To revise the remuneration of its employees periodically for their performancepotential and value addition after systematic assessment of such performance andpotential.
4. To ensure disbursal of salary and perks in total compliance to the applicablestatutory provisions and prevailing tax laws of the Country.
During the year there have been no changes to the Policy. The same is annexed to thisreport as Annexure III and is available on website www.ghcl.co.in of the company.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report.
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of employees drawingremuneration in excess of the limits set out in the said Rules forms part of the report asAnnexure IV.
Key managerial personnel
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Mr. R S Jalan Managing Director Mr. Raman Chopra CFO & ExecutiveDirector (Finance) and Mr. Bhuwneshwar Mishra Sr. General Manager & CompanySecretary. During the year there has been no change in the Key Managerial Personnel.
SECRETARIAL AUDIT REPORT
Section 204 of the Companies Act 2013 inter-alia requires every listed company toundertake Secretarial Audit and shall annex with its Board's Report a Secretarial AuditReport given by a Company Secretary in practice in the prescribed form.
In line with the requirement of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read withRegulation 24A of the Listing Regulations and other applicable provisions if any theBoard 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 2018-19.
The Secretarial Audit Report for the financial year ended March 31 2019 are annexedwith the Board's report and formed as part of the Annual Report. This report isunqualified and self-explanatory and does not call for any further comments.
LISTING OF THE EQUITY SHARES
The equity shares of your Company are listed at BSE Limited Mumbai and National StockExchange of India Limited Mumbai (NSE). The annual listing fees for the year 2018-19 havebeen paid to all these Stock Exchanges.
WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES / DOCUMENTS
In line with the requirement of the Companies (Amendment) Act 2017 effective fromJuly 31 2018 the extract of annual return is no longer required to be part of theBoard's Report. However for the compliance of conditions of Section 92 and Section 134copy of the Annual Return for the financial year ended March 31 2019 and other policiesof the Company shall be placed on the Company's website www.ghcl.co.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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 to cover a larger section of the society and included toprovide support to the downtrodden needy and marginalized citizens and also to createsocial infrastructure for their sustenance.
The Company has in place a CSR Policy which provides guidelines to conduct its CSRactivities. The CSR Policy is available on the website of the Company www.ghcl.co.in.During the year the Company spent INR 9.10 Crs. on CSR activities. The Annual Report onCSR activities in terms of Section 135 of the Companies Act 2013 is annexed to thisReport as Annexure V.
Your company under its CSR initiatives covers Agriculture & Animal HusbandryHealthcare Education & Vocational Training Women Empowerment and other miscellaneousprojects on need basis that are important to maintain social licence to operate thebusiness. 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 Rules theretoa Corporate Social Responsibility (CSR) Committee of the Board had been reconstituted witheffect from April 25 2018 to monitor CSR related activities comprising of Mrs.Vijaylaxmi Joshi as the Chairman of the Committee and Mr. Mahesh Kumar Kheria Mr.Neelabh Dalmia Mr. R S Jalan and Mr. Raman Chopra as members of the Committee. Furtherthe Board of Directors through circular resolution dated April 1 2019 has furtherreconstituted CSR Committee comprising of Mrs. Vijaylaxmi Joshi as the Chairman of theCommittee and Mr. Neelabh Dalmia Mr. R S Jalan and Mr. Raman Chopra as members of theCommittee.
BUSINESS RESPONSIBILITY REPORT
The Securities and Exchange Board of India (SEBI') under Regulation 34(2)(f) ofListing Regulations 2015 requires companies to prepare and present a BusinessResponsibility Report (BRR') to its stakeholders in the prescribed format.
SEBI however allows companies to follow an internationally recognized framework toreport on the environmental and social initiative taken by the company. Further SEBI hason February 6 2017 advised companies that integrating reporting may be adopted on avoluntary basis by top 500 companies which are required to prepare BRR. As on March 312019 GHCL Limited is mentioned on 493rd position on the basis ofcapitalization at NSE and on 499th position at BSE.
As stated earlier in the Report the company has followed the Integrated Reporting (IR)framework of the International Integrated Reporting Council to report on all the sixcapital that your company uses to create long term stakeholder value. Your company'sIntegrated Report has been assessed and E&Y has provided the required assurance. Yourcompany also provided the requisite mapping of principles between the Integrated Reportand the Business Responsibility Report as prescribed by SEBI. The same is available onCompany website www.ghcl. co.in and is annexed herewith as an Annexure VI.
COMPOSITION OF AUDIT COMMITTEE
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. The primary objective of the auditcommittee is to monitor and provide effective supervision of the Management's financialreporting process with the highest levels of transparency integrity and quality offinancial reporting.
The Committee met four times during the year the details of which are given in theCorporate Governance Report. As on date of this report the committee comprises of Mr. K.C. Jani Mrs. Vijaylaxmi Joshi Mr. Arun Kumar Jain (Ex-IRS) and Justice Ravindra Singhwho are experts in finance accounts strategy tax law and general administration.
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted as per section 178 (5) ofthe Companies Act 2013 read with
Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shallconsider and resolve the grievances of the security holders of the company includingcomplaints related to transfer of shares non-receipt of annual report and non-receipt ofdividend etc. The Stakeholders Relationship committee consists of Executive and Non-Executive directors comprising of Mr. Arun Kumar Jain (Ex-IRS) Mr. Neelabh Dalmia Mr. RS Jalan and Mr. Raman Chopra. The Committee details are given in the Corporate GovernanceReport
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
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 three Non-Executive directors comprisingof Mr. K C Jani Mr. Sanjay Dalmia and Mrs. Vijaylaxmi Joshi. The Committee details aregiven in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
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 behavior. In its endeavour toprovide 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.Mahesh Kumar Kheria Independent Director of the Company was Ombudsperson till March 312019. Now Mr. Arun Kumar Jain (Ex-IRS) Independent Director of the Company isOmbudsperson w.e.f. April 1 2019.
The purpose of the policy is to create a fearless environment for the directors andemployees to report any instance of unethical behaviour actual or suspected fraud orviolation 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.ghcl.co.in . There areno complaints reported during the year under Vigil mechanism.
RELATED PARTY TRANSACTIONS
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. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable to the Company. All transactions with related parties werereviewed and approved by the Audit Committee. Prior omnibus approval of the AuditCommittee is obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and on an arm's length basis. A statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors on a quarterly basis. The statement is supported by a Certificatefrom the CFO. All Related Party Transactions are placed before the Audit Committee andalso before the Board.
The policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company www. ghcl.co.in. None of the Directors has any material pecuniaryrelationships or transactions vis-a-vis the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
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 www.ghcl.co.in.
Your company believes that several factors such as advancements in technologyprevalent geo-political environment and stringent regulatory and environmentalrequirements have consequential impacts across the value chain of a business. Theseimpacts are likely to continue and intensify over time and for a business to besustainable it needs to adapt to the environment by managing risks and opportunities in asystematic manner.
The Board of Directors of the Company are responsible for risk oversight functions.Risk Management Committee provide guidance for implementing the risk management policyacross the organisation. The operation heads of each business units are primarilyresponsible for implementing the risk management policy of the company and achieving thestated objective of developing a risk intelligent culture that helps to improve thecompany's performance.
The responsibility of tacking and monitoring the key risks of the division / businessunit periodically and implementing suitable mitigation plans proactively is with thesenior executives of various functional units. These risk owners are expected to avoid anyundue deviations or adverse events and ultimately help in creating value for the business.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
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 -VII formingpart of this Report.
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 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 had beenrolled out and Internal Complaints Committee as per legal guidelines had 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 33rd AGM held on July 192016 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 five yearsi.e. from the conclusion 33rd AGM till the conclusion of 38th AGMsubject to ratification by members at every AGM.
In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice conveningthe ensuing AGM does not carry any resolution on ratification of the appointment of theStatutory Auditors.
M/s S. R. Batliboi & Co. LLP has audited the books of accounts of the Company forthe financial year ended March 31 2019 and have issued the Auditors' Report thereon.There are no qualifications or reservations on adverse remarks or disclaimers in the saidreport.
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 March 31 2019. Hence they do not call for any further explanationor comment U/s 134 (3) (f) of the Companies Act 2013.
In terms of Section 148 of the Companies Act 2013 the Company is required to have theaudit of its cost records conducted by a Cost Accountant. In this connection the Board ofDirectors of the Company has on the recommendation of the Audit Committee approved theappointment of M/s R J Goel & Company Cost Accountants New Delhi as Cost Auditors ofthe Company for all its divisions (i.e. Soda Ash Yarn and Home Textile) for the financialyear ending March 31 2020.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by thecompany work performed by the internal statutory secretarial and cost auditors andexternal agencies including audit of internal financial controls over financial reportingby the statutory auditors and reviews performed by the management and relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during financial year 2018-19.Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
a. in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b. such accounting policies as mentioned in the Notes to the Financial Statementshave been selected 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 2019 and of the profit and loss of the Company for the financialyear ended March 31 2019;
c. the proper and sufficient care has been taken by them for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the annual accounts for the financial year ended March 31 2019 have beenprepared by them on a going concern basis;
e. proper Internal financial controls have been followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.
The directors express their gratitude to customers vendors dealers investorsbusiness associates and bankers for their continued support during the year. We place onrecord our appreciation of the contribution made by employees at all levels. Ourresilience to meet challenges was made possible by their hard work solidaritycooperation and support.
We thank the Government of India the State Governments and statutory authorities andother government agencies for their support and look forward to their continued support inthe future.
| ||For and on behalf of the Board of Directors |
| ||OF GHCL LIMITED |
|Date: April 25 2019 ||SANJAY DALMIA |
|Place: New Delhi ||Chairman |