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GOCL Corporation Ltd.

BSE: 506480 Sector: Industrials
NSE: GOCLCORP ISIN Code: INE077F01035
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VOLUME 3099
52-Week high 386.00
52-Week low 184.85
P/E 19.20
Mkt Cap.(Rs cr) 1,466
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 296.90
CLOSE 296.60
VOLUME 3099
52-Week high 386.00
52-Week low 184.85
P/E 19.20
Mkt Cap.(Rs cr) 1,466
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GOCL Corporation Ltd. (GOCLCORP) - Director Report

Company director report

To the Members of GOCL Corporation Limited

Your Directors have pleasure in presenting their Sixtieth Annual Report and AuditedAccounts for the year ended March 31 2021. There were no material changes and commitmentsa ecting the nancial position of the Company which have occurred between the end of thenancial year of the Company to which these nancial statements relate and the date of thisReport.

1. FINANCIAL RESULTS

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Pro t after providing for Depreciation and before 9044.46 5277.80 5570.40 310.77
extraordinary items and taxation
Exceptional Items - - - -
Pro t Before Taxation 9044.46 5277.80 5570.40 310.77
Taxation:
Current Tax Current Year 1410.34 434.41 1010.00 78.00
Deferred (including MAT) (236.27) (116.26) (343.96) 0.52
Pro t After Taxation 7870.39 4959.65 4904.36 232.25
Appropriations:
Dividend 2974.35 991.45 2974.35 991.45
Tax on dividend - 203.74 - 203.74
Transfer to General Reserve - - - -
Balance carried to Balance Sheet 4896.04 3764.46 1930.01 (962.94)
EPS (of 2/- each) 15.88 10.00 9.89 0.47

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards issued by the Institute of Chartered Accountants of Indiaform part of this Annual Report. These statements have been prepared on the basis ofaudited nancial statements received from the subsidiary companies as approved by theirrespective Board of Directors. There is no change in the nature of business of the Companyor the Subsidiaries.

2. DIVIDEND

The Board had on November 23 2020 declared a Special Interim Dividend of 4.00 perequity share of face value of 2.00 each @ 200% the Record Date for which was 26thNovember 2020 and the same was accordingly paid to the Shareholders out of the pro ts ofthe Company. The Board has further recommended a nal dividend of 2.00 per equity share(100%) for the nancial year 2020-21. The total dividend for the nancial year 2020-21aggregates to 300%.

3. CREDIT RATING

Infomerics Valuation and Rating Private Limited (IVR) has assigned a long term ratingof IVR A/Credit Watch with Developing Implications on account of Covid-19 and short termrating of IVR A1 for the Company and its wholly owned subsidiary IDL Explosives Ltd.

4. OPERATIONS AND STATE OF AFFAIRS Standalone:

The net Income of the Company was 162 crores (previous year of 110 crores). The pro tbefore tax was 55.70 crores ( 3.11 crores). The pro t after provision for current tax of10.10 crores and deferred tax including MAT Credit of -3.44 crores was 49.04 crores ( 2.32crores) resulting in an EPS of 9.89 for the year ( 0.47 ).

Consolidated:

On a consolidated basis the net Income of the Company was 557 crores ( 559 crores).Pro t after tax increased to 78.70 crores ( 49.59 crores). As a result EPS increased by59% to 15.88 per share.

The wholly owned subsidiary IDL Explosives Limited achieved a total Income of 344crores ( 429 crores). Pro t Before Tax was 6.45 crores ( 9.86 crores). Pro t After Tax was4.61 Cr ( 8.20 crores).

5. DIVISIONAL PERFORMANCE

5.1 Business Operations

The operations during 2020-21 was extremely challenging with the pandemic a ectingbusinesses globally and putting a strain on the healthcare facilities all over theCountry. There were times when we had to work with 40 50% of the workforce. Howeverfatalities were marginal at the locations and recoveries were good. Cost of materials alsoincreased dramatically specially for metals and certain speciality and bulk chemicals. Inaddition we had a severe shortage of Ammonium Nitrate due to the restrictions imposed bythe Government of AP on unloading of imported material and storage license cancellation ofthe stevedore stoppage at Vizag. It the same time the domestic suppliers in Western Indiawere not able to provide adequate Ammonium Nitrate for our plants mainly in Eastern India.However the Company was able to adjust its production plans to meet these contingenciesand also review manufacturing processes and reduce several operational costs.

5.2 Energetics

Despite the disruption of operations in the initial 2 months of the year due toregulatory issues and impact of Covid-19 the turnover achieved was similar to last yearat 96 crores. The Pro t before tax of Energetics segment for the year is 13.41 croresagainst 4.97 crores in the previous year on account of product mix changes andmodernisation.

5.3 Bulk and Cartridge Explosives

Bulk and Cartridge explosives are manufactured by IDL Explosives Ltd. a wholly ownedsubsidiary. Outbreak of Covid-19 followed by country wide lock-down and restrictionsimposed by various State governments in the initial months of the year reduced the pace ofthe mining and infrastructure sectors. This has resulted in reduction in volumes ofCartridge and Bulk Explosives. The situation was further worsened in the aftermath of theBeirut blast in an ammonium nitrate storage site as restrictions were imposed by theGovernment of Andhra Pradesh on unloading of ships carrying ammonium nitrate at Vizag portand transit storage in Vizag by the stevedoring agent. This has created huge crisis ofammonium nitrate in the country a ecting supplies of Bulk Explosives and CartridgeExplosives to various customers for 2-3 months between August 2020 and October 2020. Thishas resulted in negative growth of 17% as compared to Previous year. However severalinitiatives have been taken during the year which is expected to result in giving bene tsin the coming year(s) to avoid a similar situation.

5.4 Electronics Group

The Electronics Group commenced commercial operations from January 2020 andsuccessfully catered to all in-house requirements. The Electronics Group was alsosuccessful in meeting the standards of External Customers in Domestic and Export marketscatering to various sectors including Automotive (including EV Chargers) Automation &Robotics applications Medical and for IOT. The Electronics Group has also successfullyreceived repeat orders from its clients. Plans are in place to enhance the capacity tomeet increased business requirements. Electronics Group is successfully incorporatedQuality management systems with IMS. Currently working on AS9100D (defence) and TS16949for automotive certi cations.

5.5 Special Products Group

The Special Products Group (SPG) which serves the Defence and Space sectors improvedits performance over the last year. After successful absorption of transfer of technology(TOT) completed quali cation manufactured and supplied Guanidinium Azotetrazolate (GZT)to the Indian Space Research Organisation (ISRO).

The SPG developed and supplied pyro-tech cartridges for drone application to IndianArmy. They have also developed and supplied delay pyros for Amogha III missile to BharatDynamics Limited (BDL) a Public Sector Undertaking for evaluation. After successfultrial lots SPG supplied production lots of Ignitors for Konkur Missile against order fromBDL.

After successful absorption of TOT from DRDO the SPG have received another order forsupply of 12 sets of Canopy Severance System (CSS) for LCA ghter for Hindustan AeronauticsLtd. Production is in progress.

5.6 Exports

Despite disruptions due to the Covid-19 pandemic in India and abroad during the rsthalf of the year under review the Company achieved export sales of 37.89 crores asagainst 9.41 crores previous year.

The Company obtained repeat orders and added new customers from Africa Middle East andAmerica despite sti competition from domestic and international suppliers. The Company hasa good order book for the current nancial year and expects better business in 2021-22.

The Company will maintain its thrust in Exports by introducing new products andforaying into new markets in West and East Africa and new customers in the existingmarkets.

COVID 19 Impact

The second wave of COVID from end of 2020 took a major toll on our manpower attendance.However we were able to overcome the loss of manpower by working extra hours and meetcustomer schedules. With enhanced sanitization screening protocols and wearing of PPEsThermal screening regular monitoring of concentration levels of employees at productionshops and regular cleaning / sanitizing of all work places. We were able to contain thespread of COVID amongst our employees. However logistics were a ected to distant deliverypoints which led to loss of opportunities in the last two quarters of the year.

5.7 Property Development

Bengaluru

‘Ecopolis' the Company's mixed-use commercial project is a joint developmentproject with Hinduja Realty Ventures Ltd.. The project is located in the growth corridorof North Bengaluru. The 38.15 acres Techpark comprises of SEZ and commercial o ce spaceis being constructed in phases.

Phase 1 of over 14.54 lac sft comprising of o ce building ‘e3' and Multi LevelCar Parking space (MLCP) with a leasable area of over 7.64 lac sft. ‘e3' is a LEEDGold certi ed building which is operational with IT/ITES clients working in the building.This building has 3 levels of basement to accommodate clients' car parking requirementswith ground oor and 10 upper oors. The MLCP consisting of 11 levels is designed as aninfrastructure bank which accommodates DG sets on the ground level hybrid HVAC chillerson the terrace level and additional carparks in the remainder levels which will cater forthree buildings in the campus.

The second wave of Covid-19 pandemic continued to cloud the outlook for commercial realestate sector. New lease agreements could not be nalized although the Developer was indiscussions with many MNCs and Indian IT companies for lease of SEZ o ce space in thecompleted buildings in Ecopolis' project at Bengaluru.

Hyderabad

The 100 acre integrated mixed use Knowledge Park comprising of IT / ITES o ce spaceeducational institutes hospitality healthcare and residential apartments have beenredesigned in line with the master plan submitted to Greater Hyderabad MunicipalCorporation (GHMC ) is strategically located in Kukatpally which is currently well linkedto CBD locations in Jubilee Hills and IT / ITES Hubs in HiTech City and Gachibowli. Theexpected demand for o ce space in Kukatpally has not picked up and work from home policieshave remained in vogue. Under these circumstance the in principle approval receivedearlier for the Hyderabad development has not proceeded during the year.

6. OVERSEAS SUBSIDIARY

The Company through its UK based subsidiary HGHL Holdings Limited (HGHL) which washolding a strategic bene cial interest of 10% in Houghton International Inc. USA (whichhas combined with Quaker Chemical Corporation NYSE code: KWR) has divested about 4.68%during the year for a consideration of about USD 35 million. Quaker is a global leader inthe space of process uids chemical specialties and technical expertise to the globalprimary metals and metal working industries. The initial investment of GOCL in HGHL wasonly GBP 100000. Thus the Company and its overseas subsidiary HGHL have substantiallybene tted out of the said investment.

After fully repaying the LOC/SBLC Facility of USD 300 million availed in the year 2012in connection with the acquisition of Houghton International Inc. HGHL has availed of aStand By Letter of Credit (SBLC) USD 150 million to pursue an opportunity in the UnitedKingdom. This SBLC facility availed by HGHL is collaterally secured by the factory landparcel of the Company at Hyderabad and also guaranteed by Gulf Oil International Limited(GOIL) along with a Cash De cit Undertaking to the lender. . The Company continues toreceive 100 bps per annum for providing security for the SBLC.

7. PROMOTER OF THE COMPANY

Hinduja Capital Limited (HCL) Mauritius earlier known as Hinduja Power LimitedMauritius continued to reinforce their con dence in the long term prospects of yourCompany. To enable the Company to take up and expand business in Defence sector duringthe year HCL reduced their shareholding in the Company by about 1.10% to 73.83%.

8. PUBLIC DEPOSITS

The Company has during the earlier nancial year repaid / prepaid all the publicdeposits and there were no outstanding public deposits at the beginning of the year underreview. The Company has not accepted any public deposits during the year. Thus there areno unpaid unclaimed or outstanding public deposits or outstanding interest as at March31 2021. The Board of Directors of the Company may consider accepting fresh publicdeposits at the appropriate time as per the regulatory changes under the Companies Act2013

9. TAXATION

Odisha Sales Tax

The Sales Tax cases pertain to branch transfer of nished goods from Rourkela factory(since transferred to IDL Explosives Limited as part of the Demerger in 2011 ) situated inthe State of Odisha to Coal India Limited subsidiaries in other States during the period1975-76 to 1983-84.

Writ Petitions for assessment years 1976-77 to 1983-84 were led in March 2013 in theOdisha High Court against the order of the Commissioner of Commercial Taxes. The HighCourt of Odisha has granted stay on the tax re-computation order and the order ofCommissioner of Commercial Taxes. The Writ Petitions are pending.

In respect of other assessment years 1998-99 2002-03 2004-05 & 2005-06 thepetitions are pending before the Odisha Sales Tax Tribunal and Odisha High Court.

Due to Covid-19 situation the matter did not progress during the year.

10. SUBSIDIARIES:

The Company has at present two material subsidiaries of which one is in India namelyIDL Explosives Limited. The other subsidiary is in the UK and is an SPV incorporatedoriginally for the purpose of overseas acquisition of Houghton which has since combinedwith Quaker Chemical Corp. The annual performance of the subsidiaries is as under:

IDL Explosives Limited reported net a pro t of 460.56 lakhs ( 820.16 lakhs ). HGHLHoldings Limited UK reported a pro t of 5858.69 lakhs ( 3837.07 lakhs).

In accordance with section 136 of the Companies Act 2013 the audited FinancialStatements including Consolidated Financial Statements and related information of theCompany and audited accounts of the each of its subsidiaries are available on our websitewww.goclcorp.com. These documents will also be available for inspection till the date ofAGM during working hours at our Registered O ce. A statement containing salient featuresof the nancial statement of the above subsidiaries are disclosed in Form-AOC 1 as ‘Annexure-A'to this Report.

11.HUMAN RESOURCES / INDUSTRIAL RELATIONS:

The Human Resources Department continued to maintain cordial working relations acrossthe spectrum of employees in the Company and took initiatives during the Covid Pandemicfor supporting employees and their families through timely assistance in facilitating forhospitalization & medical insurance support.

As part of its strategic initiatives HR department has carried forward the Leadershipprogram for the senior Management team and continued to engage them across variedprograms. The Company has also initiated the Succession Planning exercise for Leadershippositions to ensure seamless transition of roles and responsibilities for criticalpositions.

However due to the prevailing Covid scenario many planned programs have been carriedforward such as the Managerial e ectiveness programs for the middle management group todevelop the next level of Managers and Leaders in the Company

In its continuing endeavor HR conducted more than 14 training programs (Mostly virtualPrograms) and provided access to more than 25 virtual programmes of training for itsemployees at Hyderabad and Rourkela Factories in areas related to skill developmentfunctional and behavioral (Safety Product Management Cyber Security GST e-InvoicingDisaster Management Supply Chain New Labour Codes etc).

To achieve the business objectives for the year HR has successfully ramped up projectmanpower to meet new business requirements for its project in manufacturing and assemblyof Special Purpose Motors for Vikram Sarabhai Space Centre Trivandrum and for theexpansion activities of the Electronics Group at Hyderabad.

Necessary class room and on-job training has been provided to all employees on Safetyand Quality and SOP aspects. Employees' health and safety continued to receive more andmore attention particularly in view of the Covid-19 pandemic. Adequate awareness andprecautionary measures were taken in the Company to prevent the employees from Covid-19infections.

Safety

The Occupational Health & Safety Management System lies in the culture of theorganization and the Company believes that the process safety management is the keyfactor for overall Health & Safety performance of the organization. Process safetymanagement is achieved by following basis of safety and design safety parameters.Automation projects are under implementation for continuous improvement of processes andsafety of the operations or activities through continuous training and consultation andparticipation of workers. Even though the COVID-19 pandemic has created a greatestchallenge to the industry the global pandemic emergency COVID-19 lockdown period has beenhandled with a challenge to maintain the Occupational Health & Safety throughout thefactory.

The Hyderabad Factory received the "CERTIFICATE OF APPRECIATION" fromNational Safety Council of India under NSCI Safety Awards 2020 (Manufacturing Sector) forconsistent and meritorious Occupational Safety & Health (OSH) performance andimplementing e ective OSH management systems practices and procedures in Hyderabad WorksFactory. GOCL is playing an active role in National Safety Council Telangana Chapterevents and programs.

Integrated Management System was strengthened by successful implementation of ISO45001:2018 Occupational Health & Safety Management System; ISO 14001:2015 EnvironmentManagement System and ISO 9001:2015 Quality Management Systems in the organization whichfurther enhances the credibility of the organization in the international market.

We have successfully implemented the System for Explosive Tracking and Tracing (SETT)introduced by PESO Online System and every explosive transaction is being carried outthrough PESO Online System which is enhancing more transparency in explosivemanufacturing transportation and storage. Awareness training programs to all theemployees and customers on PESO SETT bar-coding implementation and statutory compliances.Regular training to the employees on GSD's SOP's and mock drills on emergencypreparedness and mitigation exercises; in addition to internal and external safety auditsand compliances.

Safety & Security review is being done monthly by the management and Central SafetyCommittee Meetings are being conducted on quarterly basis to bring out the safety issuesfrom the shop oor. Opening remarks follow-up actions from the previous meetings Safetyperformance opportunities for improvement and recommendations reviewed and recorded. AndCCTV surveillance monitoring in vulnerable process areas Safety walk through audits bythe cross functional teams have helped to strengthen the overall safety processes in theHyderabad Works. All the new projects and developmental activities are being assessed byproper Management of change with Alteration authorities Hazard Identi cation & RiskAssessments studies and Hazop studies etc.

Preventive Health Check-ups

As a part of preventive healthcare the Hyderabad Factory organized a series of freemedical check-ups for all the employees paying attention on conducting general monthlymedical camps in association with reputed multi-specialty corporate hospitals incardiology orthopedics diabetics gynecology dental and eye check-ups etc.

Security

Trilingual warning boards (prohibited area) are placed at prominent entry/exit placesof all the security entrance gates. Recommendations of the Intelligence Bureau (IB) NewDelhi are implemented strictly in the factory. E ective training and awareness class areconducted about maintaining records communication skills and escort duties (Do's &Don'ts) to all the security personnel. The security personnel also conduct e ectivepatrolling and surveillance to avoid trespass illegal activates and encroachments. Toavoid the encroachments construction of compound wall has been undertaken all over theCompany periphery and security has been beefed up by installing more CC cameras.

Employment Practices & Disclosure under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company believes in fair employment practices and is committed to provide anenvironment that ensures that every employee is treated with dignity and respect and isprovided equitable treatment. The Company has a large proportion of women in the workforceand has adopted a Policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy. No complaint wasreceived in this regard during the year.

12.DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 of the Companies Act 2013:

(a) that in the preparation of the annual accounts/ nancial statements for the nancialyear ended 31st March 2021 the applicable accounting standards had been followed alongwith proper explanation relating to material departures if any; (b) that the accountingpolicies as mentioned in the nancial statements were selected and applied consistently andreasonable and prudent judgments and estimates were made so as to give a true and fairview of the state of a airs of the company at the end of the nancial year and of the pro tand loss of the company for that period; (c) that proper and su cient care had been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) that the annual accounts were prepared on agoing concern basis; (e) that proper internal nancial controls were in place and that suchinternal nancial controls are adequate and were operating e ectively; and (f) that propersystems to ensure compliance with the provisions of all applicable laws were in place andthat such systems were adequate and operating e ectively.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with Section 135 of the Companies Act 2015 and other applicableprovisions the Company has constituted Corporate Social Responsibility Committee. TheCommittee presently consists of Mr. Ajay Hinduja Non-Executive Director and Chairman ofthe Board as also the Committee Mr. Sudhanshu K Tripathi Non-Executive Director and Mr.Aditya Sapru Independent Director as the other Members of the Committee. The Committeemet once during the year. The CSR Policy of the Company is displayed on the website of theCompany.

The CSR Committee recommended CSR expenditure of 50 lakhs for the year 2020-21 and thesame was spent for CSR purposes. The Annual Report on CSR activities is annexed herewithas ‘Annexure-B'.

14. AUDITORS

Statutory / Financial Audit

BSR & Associates LLP Chartered Accountants (ICAI Firm Registration Number:116231W/ W-100024) was appointed as Auditors of the Company at the 56th Annual GeneralMeeting of the Company held in 2017 for a period of ve years from conclusion of the 56thAnnual General Meeting subject to rati cation by the members at every AGM. However theCompanies (Amendment) Act 2017 has done away with the requirement of annual rati cationof appointment of Auditors. Accordingly the term of M/s BSR & Associates LLP will beup to the conclusion of 61st AGM of the Company.

Cost Records and Cost Audit

In terms of Section 148 of the Companies Act 2013 and the Companies (Cost Records &Audit) Rules 2014 the Company being manufacturer of Detonators Detonating FuseExplosives etc. maintains proper cost records as speci ed by the Central Government andis also required to appoint a cost auditor. Accordingly the Board of Directors hasappointed M/s Narasimha Murthy & Co. Cost Accountants Hyderabad as the Cost Auditorsof the Company for the nancial year 2020-21.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed BS & Company Company Secretaries LLP Company Secretaries Hyderabad toundertake the Secretarial Audit of the Company for the nancial year 2020-21. TheSecretarial Audit Report is annexed herewith as ‘Annexure C1'.

Secretarial Audit of Material Unlisted Indian Subsidiary

Secretarial Audit of IDL Explosives Limited the material unlisted Indian subsidiary ofthe Company was also undertaken by BS & Company Company Secretaries LLP CompanySecretaries Hyderabad for the nancial year 2020-21 and their Report is annexed as‘Annexure C2' to this Report in terms of Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the nancial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued byBS & Company Company Secretaries LLP Company Secretaries Hyderabad has beensubmitted to the Stock Exchanges within the speci ed time and same is annexed here with as‘Annexure C3'.

There was no quali cation reservation or adverse remark or disclaimer in the auditorsreport cost audit report or the secretarial audit report. The Auditors have not reportedany frauds.

15. INTERNAL FINANCIAL CONTROLS

In order to ensure orderly and e cient conduct of the business safeguard the assetsensure the accuracy and completeness of the accounting records and timely preparation ofreliable nancial information and nancial statements the Company has put in place adequateInternal Financial Controls in the form of various policies and procedures. Adequacy and eectiveness of the Internal Financial Controls of the Company are validated on annual basisby an external audit rm who provide assurance to the Board and the statutory Auditors.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act 2013 and Regulation 22 of ListingRegulations the Company has a vigil mechanism to deal with instance of fraud andmismanagement if any. The details of the vigil mechanism are displayed on the website ofthe Company. The Audit Committee reviews the functioning of the vigil / whistle blowermechanism from time to time. There were no allegations / disclosures / concerns receivedduring the year under review in terms of the vigil mechanism established by the Company.

17.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of other loans guarantees securities and investments made by the Companyare in the notes to the nancial statements forming part of the Annual Report.

18.INVESTOR EDUCATION AND PROTECTION FUND

During the year under review your Company transferred unclaimed dividend amount of2097638.40 (pertaining to dividend for 2012-13) to the Investor Education and ProtectionFund in compliance with the applicable provisions of the Companies Act 2013. Your Companyalso transferred during the year 18461 shares to the IEPF Authority in respect of whichdividend had remained unclaimed for a consecutive period of 7 years. The Company Secretaryis the Nodal O cer under the IEPF Rules.

19. DIRECTORS and KMPs

During the year there were some changes in composition of the Board of Directors andthere was no change in the Key Managerial Personnel (KMPs) of the Company.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ajay P Hinduja retires by rotation at the 60th AnnualGeneral Meeting of the Company and is eligible for reappointment. The Board recommends hisre-appointment.

Mr. Ashok Kini has completed his second term as an Independent Director on 12thDecember 2020 and retired from the Board having attained the age of 75 years.

The number and details of the meetings of the Board and other Committees are furnishedin the Corporate Governance Report.

The Independent Directors have furnished declarations of independence under Section 149of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015. They havealso con rmed that they are not aware of any circumstance or situation which exist or maybe reasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external in uence. Furtherthe Board after taking these declarations/disclosures on record and acknowledging theveracity of the same concluded that the Independent Directors are persons of integrityand possess the relevant expertise and experience to qualify as Independent Directors ofthe Company and are Independent of the Management.

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of the Company have been registered and are members ofIndependent Directors Databank maintained by Indian Institute of Corporate A airs.

Disclosure of Expertise / Skills / Competencies of the Board of Directors

The list of core skills / expertise / competencies identi ed by the Board of Directorsof the Company as required in the context of its business (es) and sector(s) for it tofunction e ectively and those actually available with the Board form part of theCorporate Governance Report.

Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company andformulates the criteria for determining quali cations positive attributes andindependence of Directors in terms of provisions of Section 178 (3) of the Act and theListing Regulations. The Board has in an earlier year on the recommendations of theNomination & Remuneration Committee framed a policy for remuneration of the Directorsand Key Managerial Personnel. The objective of the Company's remuneration policy is toattract motivate and retain quali ed and expert individuals that the company needs inorder to achieve its strategic and operational objectives whilst acknowledging thesocietal context around remuneration and recognizing the interests of Company'sstakeholders.

The Non-Executive Directors (NED) are remunerated by way of Sitting Fee for eachmeeting attended by them and an annual commission on the pro ts of the Company. Commissionto respective non-executive directors is determined on the basis of an objective criteriadiscussed and agreed upon by the Committee Members unanimously. NEDs are reimbursed anyout of pocket expenses incurred by them in connection with the attendance of the Company'sMeetings.

Particulars of Employees and Remuneration

The information required under Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas ‘Annexure D'. The information required under Rule 5 (2) and (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin the Annexure forming part of the Report.

None of the employees listed in the said Annexure is related to any Director of theCompany.

20. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ‘AnnexureE'.

21. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited and the National StockExchange of India Limited and the Listing Fees have been paid to them up to date.

22. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this report. The Statutory Auditors ofthe Company have examined the Company's compliance and have certi ed the same as requiredunder the SEBI Guidelines. Such certi cate is reproduced in this Annual Report

23. RELATED PARTY TRANSACTIONS

No material related party transactions / arrangements were entered into during thenancial year. Related party transactions approved in earlier years and continued duringthe year were on an arm's length basis and were in the ordinary course of business.During the year under review there were no materially signi cant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel whichmay have a potential con ict with the interest of the Company at large.

All related party transactions / arrangements mostly with the wholly ownedsubsidiaries are on arm's length basis and are in the ordinary course of business. TheAudit Committee/Board reviews all the related party transactions on annual basis. Thepolicy on Related Party Transactions as approved by the Board is displayed on theCompany's website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany. Details of the transactions with Related Parties are provided in the accompanyingnancial statements.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there were no signi cant or material order(s) passed bythe Regulators / Courts which would impact the going concern status of the Company and itsfuture operations.

25. ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 the AnnualReturn in Form MGT-7 is available at the weblink:https://otw01.in/reports/Misc-AReturn2021.pdf

26. RISK MANAGEMENT

Details of development and implementation of risk management policy for the Companyincluding identi cation there of elements of risks form part of the Management Discussionand Analysis and Corporate Governance Report.

27. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (‘BRR') of the Company for the year ended March31 2021 forms part of this Annual Report as required under Regulation 34(2)(f) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

‘Annexure - F'.

ACKNOWLEDGEMENTS

Your Directors would like to express and place on record their appreciation for thecontinued co-operation and support received from the nancial institutions banksGovernment of India and various State Government authorities and agencies customersvendors and members during the year under review. Your Directors also place on recordtheir deep appreciation to the employees for their continued dedication commitment hardwork and signi cant contributions to the Company in very competitive market conditions.The Directors also thank the Company's investors business associates for their continuedco-operation and support.

for and on behalf of the Board of Directors
Place: Switzerland Ajay P. Hinduja
Date:June 29 2021 Chairman

.