The Board of Directors of your Company takes pleasure in presenting 35th Annual Reportand audited accounts on the business and operations of your Company for the financial yearended 31st March 2021.
|Particulars ||2020-21 ||2019-20 |
|Gross Turnover ||1578 ||1634 |
|Earnings before interest tax & depreciation ||122 ||131 |
|Finance cost ||55 ||60 |
|Depreciation ||27 ||26 |
|Profit before tax ||40 ||45 |
|Profit after tax ||30 ||34 |
|Earning per Share (in Rs.) ||13.01 ||14.73 |
1. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
It is an unprecedented situation across the globe due to spread of pandemic COVID-19which has forced the govt. of many countries to take the decision of lockdown. During theyear for the effective fighting with COVID-19 pandemic our government completely lockeddown our economic activities too from late March 2020. We had also shut down all ourplants and other offices too. After that the government slowly lifted the ban on economicactivities. But it was a tough year to survive in the global scenario.
During the tough financial year 2020-21 the Company clocked Gross Turnover to the tuneof Rs. 1578 crore against Rs. 1634 crore in the previous year. Even though there was ashut down during the first quarter of the Financial Year the Company managed to keep theperformance near to close of the previous financial year. Due to better sales pricerealization and good control over the financial & other expenditure despite thesudden lockdown which adversely affected the business the Company was able to post aprofit of Rs. 30 crore in comparison of Rs. 34 crore in the previous financial year. TheEPS during the financial year was Rs. 13.01 per share.
Keeping in view of the Company's fund requirement to cater enhanced level ofactivities your Board of Directors has decided not to recommend any dividend for thefinancial year 2020-21.
3. Corporate Governance And Additional Information To Shareholders
The company is committed to maintain high standards of corporate governance. A separatereport on corporate governance pursuant to regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is provided with a certificate from theStatutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations including the management discussionand analysis and shareholders' information forms a part of this report.
As required by Regulation 17(8) read with Schedule II Part B of the ListingRegulations the Management and CFO of the Company have given appropriate certificationsinter alia confirming the correctness of the financial statements and cash flowstatements adequacy of the internal control measures and reporting of matters to theAudit Committee to the Board of Directors.
Details of the depository system and listing of shares and Registrar & ShareTransfer Agent are given in the section Shareholder information which forms a part of theCorporate Governance Report.
4. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo
Details of conservation of energy technology absorption foreign exchange earnings andoutgo undertaken by the Company along with the information in are given in Annexure 'A' tothe Directors' Report.
5. Directors And Key Management Personnel
Mr. R. C. Garg Whole Time Director is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible offer himself for re-appointment.
6. Number Of Meetings Of The Board And Its Committees
The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2020-21 are mentioned under the Corporate Governance Reportwhich forms a part of this report.
7. Statutory Auditors
At the Company's 33rd AGM held on September 30 2019 M/s Vipin Kumar & Co. (FirmRegistration No- 002123C) Chartered Accountants has been appointed as the StatutoryAuditor of the Company for a term of 5 years to hold office until the conclusion of the38th Annual General Meeting.
The report of the Statutory Auditor forms part of the Integrated Report and AnnualAccounts for FY 202021. The said report does not contain any qualification reservationadverse remark or disclaimer. The Notes on financial statements referred to in theAuditor's Report are self-explanatory and do not call for any further comments.
No fraud has been reported by the Auditor under section 143(12) of the Companies Act2013 requiring disclosure in the Board's Report.
8. Secretarial Auditor
The Board has appointed M/s Ravi S Sharma & Associates Practicing CompanySecretary (FCS - 7336) to conduct Secretarial Audit for the financial year 2021-22. TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed herewithmarked as Annexure 'B' to this Report.
9. Cost Auditor
The Board of Directors of your Company on the recommendations made by the AuditCommittee has approved the appointment of S. R. Kapur Practicing Cost Accountant (M. No.4926) as the Cost Auditor of your Company to conduct the audit of cost records for thefinancial year 2021-22. The remuneration proposed to be paid to the Cost Auditor subjectto your ratification at the ensuing 35th Annual General Meeting.
Your Company has received consent from S. R. Kapur Practicing Cost Accountant to actas the Cost Auditor for conducting audit of the cost records for the financial year2021-22 along with a certificate confirming their independence and arm's lengthrelationship.
10. Auditor's Reports
The Statutory Auditor's Report to the Shareholders together with Accounts for the yearended 31st March 2021 and notes thereon are attached which are selfexplanatory. Theobservations of Statutory Auditors and Secretarial Auditors in their report read with therelevant Notes to Accounts are self-explanatory and therefore do not require any furtherexplanation.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or reenactments) for the time being in force). The Auditors' Report forthe financial year ended 31st March 2021 does not contain any qualification reservationor adverse remark.
11. Management Discussion And Analysis
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's businesses internal controls and their adequacy risk &concerns risk management systems and other material developments etc. during thefinancial year 2020-21.
12. Public Deposits
Your Company has not invited or accepted any fixed deposits during the year as per theprovisions of Section 73(2) of the Companies Act 2013 and the rules made there under andas such no amount of principal or interest was outstanding on the date of the BalanceSheet.
13. Internal Financial Controls
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
14. Subsidiaries/Joint Ventures/Associate Companies
A separate section on the performance and financial position of the subsidiary companyin Form AOC- I is part of the report and is annexed herewith as Annexure 'C'.
As per the SEBI Listing Regulations a policy on material subsidiaries as approved bythe Board of Directors may be accessed on the Company's website www.goodluckindia.com.
15. Independent Directors Declaration
During the financial year 2020-21 the Board of the Company consists of Mr. VijenderKr. Tyagi Mr. Ishwar C Agasti Mr. Rahul Goel and Mrs. Rashmi Garg as independentDirectors. These Directors have confirmed that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2013 so as to qualify themselves to beappointed as Independent Directors under the provisions of the Companies Act 2013 and theRules thereunder.
Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under law.
16. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has adopted a policy on prevention Prohibition and redressal of SexualHarassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. ThePolicy has been formed to prohibit prevent or deter the commission of the acts of sexualharassment at workplace and to provide the procedure for redressal of complaintspertaining to sexual harassment. The Company is an equal employment opportunity providerand is committed for creating a healthy working environment that enables employees to workwithout fear of prejudice gender bias and sexual harassment. The Company also believesthat all employees of the Company have the right to be treated with dignity.
During the Financial Year 2020-21 the Company has not received any complaints ofsexual harassment. The Company is committed to providing a safe and conducive workenvironment to all of its employees and associates.
17. Risk Management Policy
In compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedures. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy.
The objective of any risk identification and assessment process is to evaluate thecombination of likelihood and level of negative impacts from an event. The three maincomponents of risk assessment are business risk service/operational risk and externalrisk.
The Company manages the risk in line with current risk management best practices. Thisfacilitates the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision-making and compliance with applicablelaws and regulations.
18. Change In The Nature Of Business
In pursuance to Rule 8(5) of Companies (Accounts) Rules 2014 there is no change inthe nature of business of Company.
19. Material Orders
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules 2014 there were nosignificant or material orders were passed by the Regulators or Courts or Tribunals duringthe financial year 2020- 21 which would impact the going concern status and Company'soperations in future.
20. Particulars of Loans Given Investments Made Guarantees Given and SecuritiesProvided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.
21. Familiarisation Programme for Board Members
The Board members are provided with necessary documents reports and internal policiesto enable them to familiarise with the Company's procedures and practices. Periodicpresentations are made at the Board and Board Committee Meetings on business andperformance updates of the Company. The details of such familiarization programmes forIndependent Directors are posted on the website of the Company and can be accessed at thelink https://www. goodluckindia.com.
22. The Policy On Related Party Transactions
All Contracts/transactions/arrangements entered into by the Company during thefinancial year with the Related Parties were in ordinary course of business and on anarm's length basis and in accordance with the provisions of the Companies Act 2013 readwith the Rules issued thereunder and the Listing Regulations. Further there were notransactions with related parties which qualify as material transactions under the ListingRegulations.
All transactions with related parties were reviewed and approved by the AuditCommittee. Omnibus approval is obtained for un-foreseen transactions. Subsequently on aquarterly basis the transactions are presented to
the Audit Committee specifying the nature value and terms and conditions of the same.
The Company has made transactions with related parties pursuant to Section 188 ofCompanies Act 2013. The particulars of material contracts or arrangements with relatedparties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexedherewith as Annexure 'D'.
The Company has formulated a policy on materiality of related party transactions andalso on dealing with Related Party Transactions which has been uploaded on the Company'swebsite at the weblink: https://www. goodluckindia.com.
23. Policy On Appointment and Remuneration To Be Paid To Directors Key ManagerialPersonnel (KMP) And Other Employees And Criteria Formulated By The Committee ForDetermining Qualification Attributes Independence Of A Director
The Board has adopted a policy on Remuneration to be paid to Directors Key ManagerialPersonnel and other employees and Criteria for Appointment of Directors. The objective ofthe policy is to define the criteria for qualification qualities and characteristics forthe Board as a whole and to ensure that Executive/Non- Executive Directors and KeyManagerial Personnel are sufficiently compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors ("the Board") of theCompany is subject to the provisions of the Companies Act 2013 Listing Regulations andArticles of the Association of the Company. The Nomination and Remuneration Committee isresponsible for evaluating the qualifications of each candidate to be appointed asDirector on the Board. In general it is expected from a Director to possess appropriateskills experience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the Company's business or in the area of his expertise and to haveample experience and a proven record of professional success leadership and the highestlevel of personal and professional ethics integrity and values.
Non-Executive Independent Directors may receive sitting fees for attending the Meetingof the Board and Committees thereof. The Executive Directors and other employees are paidremuneration by way of salary perquisites allowances. Perquisites and retirementbenefits are paid as per the Company policy. The remuneration of Executive Directors asrecommended
by the Nomination and Remuneration Committee is approved and further recommended byBoard of Directors to the Members for approval. Remuneration and annual pay of ExecutiveDirectors and employees is determined keeping in view the industry benchmark and therelative performance of the Company.
Criteria for Determining Qualifications Positive Attributes & Independence ofDirector
A director shall possess appropriate skills experience and knowledge in one or morefields of finance law management sales marketing administration research corporategovernance operations or other disciplines related to the company's business or in thearea of his expertise.
A director shall be a person of integrity who possesses relevant expertise andexperience and who shall uphold ethical standards of integrity and probity; actobjectively and constructively; exercise his responsibilities in a bona-fide manner in theinterest of the company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the company inimplementing the best corporate governance practices.
Directors should be free to present their view point independently Company has alsoadopted to conduct the separate meeting of the independent Directors which will ensurethat the independent directors of the Company can review the performance of the Board andChairman. Moreover the Directors should meet the other requirements of the Companies Act2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors.A complete Remuneration Policy is available Company's website at the weblink:https://www.goodluckindia.com .
24. Evaluation of the Board's Performance
In terms of the requirement of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with the aim to improve the effectiveness of the Board and theCommittees. During the year Board evaluation cycle was completed by the Companyinternally which included the evaluation of the Board as a whole Board Committees and thePeer evaluation of the Directors. The exercise was carried out through a structuredevaluation to evaluate the performance of individual directors including the BoardChairman along with the Chairman of the Nomination and remuneration Committee of theCompany. The evaluation process focused on various aspects of the functioning of the Boardand Committees experience and competencies performance of specific duties andobligations governance issues etc.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The performance of the Board was evaluated on the basis of the criteria such as theBoard composition and structure effectiveness of Board process information andfunctioning etc. The performance of the committees was evaluated on the basis of thecriteria such as the composition of the committees effectiveness of committee meetingsetc. The Board and Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of individualdirector to the Board and committee meetings like preparedness on the issue to be discussmeaningful and constructive contribution and inputs in meetings etc.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
In the coming year the Board intends to enhance focus on diversity of the Boardthrough the process of induction of members having industry expertise strategic planexploring the new drivers of growth and further enhancing engagement with investors.
25. Corporate Social Responsibility Initiatives
In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to the CSRCommittee and an Annual Report on CSR Activities forms part of this Report as Annexure'E'. The CSR Policy may be accessed on the Company's website at the weblink:https://www.goodluckindia. com.
26. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
27. Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about genuine concerns or grievances unethical behavior actual or suspectedfraud or violation of the Codes of
conduct or legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The detail vigil mechanism may be accessed on theCompany's website at the weblink: https://www.goodluckindia.com.
28. Annual Return
The Annual Return for financial year 2020-21 as per provisions of the Act and Rulesthereto is available on the Company's website at https://www.goodluckindia. com.
29. Particulars Of Employees
Particulars of employees and the ratio of the remuneration of each director to themedian employee's remuneration and other details in terms of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached herewith as Annexure 'F'.
30. Payment of Listing Fees
Annual listing fee for the year 2021-22 has been paid by the Company to the stockexchanges where the company is listed i.e. BSE Ltd. and National Stock Exchange Limited.
31. Material Changes And Commitments Affecting The Financial Position Of The CompanyAfter 31st March 2021
During the year there was no change in the general nature of business of your Company.Except as disclosed elsewhere in this Report no material change or commitment hasoccurred which would have affected the financial position of your Company between the endof the financial year to which the financial statements relate and the date of the report.No significant and material order was passed by the regulators or courts or tribunalswhich would have impacted the going concern status and your Company's operations infuture. Your Company has not made any provision of money for the purchase of orsubscription for shares of your Company or its holding company to be held by or for thebenefit of the employees of your Company and hence the disclosure as required under Rule16(4) of Companies (Share Capital and Debentures) Rules 2014 is not required. No fraudtook place in the Company during the year and hence no such reporting was made to theAudit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors)Rules 2014.
32. Directors Responsibility Statement
As stipulated in Section 134(3) (c) of Companies Act 2013 your Directors subscribe tothe "Directors Responsibility Statement" and confirm as under:
a. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures.
b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true & fair view of the state of affairs of the Company at the end of FinancialYear 2020-21 and of the Profit & Loss A/c of the Company for that period.
c. That the directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on a going concern basis.
e. The directors in case of a listed company have laid down internal financialcontrols to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.
f. The directors has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to thank and acknowledge with gratitude for assistance andco-operation received from the financial institutions banks government authoritiescustomer vendors and members during the year under review. Your directors also wish toplace on record their deep sense of appreciation for the committed services by theexecutives staff and workers of the company.
| ||On behalf of the Board of Directors |
| ||M. C. GARG |
| ||Chairman |
|Date: 30th June 2021 || |
|Place: Ghaziabad || |