The Members of Gravita India Limited
We are delighted to present on behalf of Board of Directors of the Company the 28thAnnual Report of the Company along with Audited Financial Statements (Consolidated &Standalone) for the year ended 31st March 2020.
CONSOLIDATED FINANCIAL PERFORMANCE
Amount (Rs in Lacs)
|Particulars ||2019-20 ||2018-19 |
|Total Revenue ||134780.03 ||124172.83 |
|Operational Expenditure ||125032.70 ||118301.93 |
|Profit Before Interest Depreciation and Tax (EBIDTA) ||9747.33 ||5870.90 |
|Add: Other Income ||99.42 ||544.99 |
|Less: Interest ||2817.23 ||2299.99 |
|Less: Depreciation ||1812.54 ||1156.49 |
|Less: Exceptional items ||522.94 ||- |
|Profit Before Tax ||4694.04 ||2959.41 |
|Profit from Ordinary Activities Before Tax ||4694.04 ||2959.41 |
|Less: Provisions for Taxation Including Deferred Tax ||1034.92 ||1019.12 |
|Profit After Tax Before Non-Controlling Interest ||3659.12 ||1940.29 |
|Add: Other Comprehensive Income ||211.20 ||56.61 |
|Add: Share in Profit of Associates ||(0.96) ||(1.36) |
|Less: Minority Share in Profit & Loss ||339.99 ||375.32 |
|Profit Available for Appropriation ||3529.37 ||1620.22 |
|APPROPRIATION: || ||1 |
|Final Dividend 2017-18 ||- ||481.24 |
|Final Dividend 2018-19 ||207.11 ||- |
|Interim Dividend 2019-20 ||483.27 ||- |
|Corporate Tax on Dividend ||22.25 ||98.94 |
|Balance Carried to Balance Sheet ||2816.74 ||1040.04 |
1. State of Company's Affairs
The 6.1% GDP growth rate achieved in 2018-19 slid down to 4.2% in 2019-20 the lowestin over a decade. This was an outcome of several economic and geopolitical developmentstranspiring across the globe which dampened manufacturing and gross capital formationleading to the economic growth to subside. Such externalities were exacerbated by asubdued economic environment in India on account of political pronouncements that led tounrest creating uncertainty. In fact the three pillars of demand: consumption exportsand investments all fell sharply. In fact the latter two components were in the negativezone during the year.
Like other base metals lead prices were volatile largely due to international tradedispute between the US and its trading partners and pandemic. The Lead price range bound$2267 to $1589 during the year and the average lead price was $1952 per MT during theyear. The lead stocks were dropping
continuously at LME warehouses. Globally 70% lead is recycled lead and during the yearChinese lead recycling has been on increasing trend. The global consumption of lead wasstagnant during the year vis a vis last year.
The Indian market sizing about 1.2 million MT of lead including primary and secondarylead. 30% of this lead comes from informal sector. Like global market In India also themajor consumer of lead is Lead acid batteries mainly used in automotive sector telecomsectors and power storage device like UPS segments. The expected market growth of leadacid batteries is expected 5% to 7% thus lead consumption is also expected to achievesimilar growth. Approximately 30% market is captured by informal segment in Lead and Leadacid battery segment together. The government initiatives towards environment concernsimplementation of waste management policy will divert informal segment to formal one. Themarket shift will give an added advantage to recycling companies like
COVID IMPACT: In view of the lockdown across the country due to the COVID-19 pandemicthe manufacturing operations of the Company across all its locations had been suspendedtemporarily in compliance with the directives/orders issued by the relevant authorities.The Company has made detailed assessments of the recoverability and carrying values of itsassets comprising property plant and equipment inventories receivables and othercurrent assets as at the balance sheet date and on the basis of evaluation has concludedthat no material adjustments are required in the financial statements. The Company istaking all the necessary steps and precautionary measures to ensure smooth functioning ofits operations and to ensure the safety and well-being of all its employees. Given thecriticalities associated with nature condition and duration of COVID-19 the impactassessment on the Company's financial statements will be continuously made and providedfor as required. Subsequent to year end Company's plants across all its locations haveresumed operations as per government guidelines and directives prescribed.
Consolidated Financial Summary:
Consolidated Total Revenue stood at Rs. 1347.80 crores.
Operating Profit before Interest
Depreciation and Tax stood at Rs. 97.47 crores in financial year 2019-20 ascompared to Rs. 58.71 crores in previous year.
Net Profit after Tax and Minority Interest
during the year stood at Rs. 35.29 crores.
Earnings Per Share of the Company stood at Rs. 4.82 per share having facevalue of Rs. 2 each.
Standalone Financial Summary:
Total Revenue stood at Rs. 1172.38 crores as compared to Rs. 1059.36crores in the previous year.
Operating Profit before Interest Depreciation and Tax stood at Rs. 62.38crores in financial year 2019-20 as compared to Rs. 39.62 crores in previous year.
Net Profit after Tax during the year is reported at Rs. 22.43 crores.
Earnings Per Share of the Company stood at Rs. 3.25 per share having facevalue of Rs. 2 each.
2. Dividend & Reserve
The Board of Directors of Company has recommended and declared Interim dividend @ 35 %(' 0.70 per equity share) amounting to Rs. 483.27 Lacs. The dividend has been paid to themembers whose name appears in the Register of Members
as at the closure of business hours of Fridayi.e. 06th March 2020 andfurther in respect of shares held in dematerialized form it has been paid to the memberswhose names are furnished by National Securities Depository Limited and Central DepositoryServices (India) Limited as beneficial owners as on that date .Further Company has nottransferred any amount to General Reserve.
3. Performance of Subsidiaries/ Associate Companies and Firms
a. Gravita Mozambique LDA Mozambique:
Gravita Mozambique LDA is a step-down subsidiary of Gravita India Limited and isengaged in the business of Manufacturing of Re-Melted Lead & PP Chips and trading ofAluminium Scrap. During the year under review this subsidiary has produced 3943 MT ofRe-Melted Lead Ingots and has done trading of 2312 MT of Aluminium Scrap. This subsidiaryachieved turnover of Rs. 72.32 crores and reported Net Profit of Rs. 7.75 crores duringthe year.
b. Gravita Senegal SAU Senegal: Gravita Senegal SAU is a step-down subsidiaryof Gravita India Limited. The subsidiary is engaged in recycling of Lead Acid BatteryScrap for producing Re-Melted Lead Ingots PP Chips etc. During the year under review thisplant produced 4121 MT of Re-Melted Lead Ingots and achieved a turnover of '53.83 crorescoupled with Net Profit of Rs. 7.46 crores.
c. Navam Lanka Ltd Sri Lanka: Navam Lanka Limited is a step-down subsidiary ofGravita India Limited operating in Sri Lanka for more than a decade. It is the largestproducer of Refined Lead Ingots and PP Chips in Sri Lanka. This subsidiary is engaged inRecycling of Lead Acid Battery Scrap for producing Refined Lead Ingots. During the yearunder review this subsidiary produced 3719 MT of Refined Lead Ingots and Re-Melted LeadIngots and achieved a total turnover of Rs. 55.63 crores coupled with Net Profit of Rs.7.06 crores.
d. Gravita Ghana Limited Ghana: Gravita Ghana Limited is a wholly-ownedsubsidiary of the Company. The subsidiary is engaged in recycling and trading of Lead AcidBattery Scrap for producing Re-Melted Lead Ingots PP Chips etc. During the year underreview this plant delivered revenue of Rs. 18.94 crores and incurred a Net Loss of Rs.1.34 crores.
e. Gravita Nicaragua S.A. Nicaragua: Gravita Nicaragua S.A. is a step-downsubsidiary of the Company. This subsidiary is engaged in recycling of Plastic and Tradingof Battery
Scrap. During the year under review the production of this subsidiary stood at 4451 MT.This subsidiary achieved turnover of '27.99 crores coupled with Net Loss of Rs. 2.69crores.
f Gravita Tanzania Limited Tanzania:
Gravita Tanzania Limited is a step-down subsidiary of the Company. This subsidiary isengaged in manufacturing of Re-melted Lead and Aluminium. During the year under reviewsubsidiary produced 2768 MT of Lead and 2062 MT of Aluminium and achieved turnover of Rs.56.71 Crores coupled with Net Profit of Rs. 7.74 Crores.
g. Recyclers Ghana Limited Ghana: Recyclers Ghana Limited is a step-downsubsidiary of the Company. This subsidiary is engaged in manufacturing of Refined Lead andLead Alloys. During the year under review subsidiary achieved turnover of Rs. 67.34 Crorescoupled with Net Loss of Rs. 2.16 Crores.
h. M/s Gravita Metal Inc India: Gravita India Limited along with its whollyowned subsidiary Gravita Infotech Limited (formerly known as Gravita Exim Limited) holds100% share in this partnership firm. This firm is engaged in Manufacturing of Lead Ingotsand all kind of Specific Lead Alloys. During the year under review this subsidiaryproduced 5184 MT of Lead and has achieved a turnover of Rs. 83.15 crores coupled with NetProfit of ' 0.80 crores.
i. Gravita USA Inc USA.: Gravita USA Inc. is a step-down subsidiary of theCompany. This subsidiary is engaged in trading of Re-Melted Lead Ingots and Plastic Scrap.During the year under review this subsidiary has done trading of 5139 MT of Re-Melted LeadIngots and 718 MT of Plastic Scrap and achieved turnover of Rs. 67.93 crores coupled withNet Profit of Rs. 1.48 crores.
j. Gravita Jamaica Limited Jamaica: Gravita Jamaica Limited is a step-downsubsidiary of the Company. This subsidiary is engaged in recycling of plastic. During theyear under review subsidiary produced 1029 MT of PET and achieved turnover of Rs. 6.20crores coupled with Net Loss of Rs. 1.70 crores.
k. Gravita Netherlands B.V. Netherlands:
Gravita Netherlands B.V. is a step-down subsidiary of Gravita India Limited. During theyear under review this subsidiary achieved Profit of Rs. 3.71 crores.
l. Gravita Global Pte. Ltd Singapore: Gravita Global Pte. Ltd is a wholly ownedsubsidiary
of the Company and is based at Singapore which is engaged in the trading business.During the year under review this subsidiary has done trading of 175 MT and has been ableto achieve a turnover of ' 0.48 crores resulting in a Net Loss of ' 0.14 crores.
m. Gravita Infotech Limited (formerly known as Gravita Exim Limited) India: GravitaInfotech Limited is a wholly-owned subsidiary of the Company. In this current financialyear company generated revenue of ' 0.40 lacs resulting in Net Loss of Rs. 19 Lacs.
n. M/s Gravita Infotech India: Gravita India Limited together with itssubsidiary holds 100% share in this firm. This firm is engaged in business of InformationTechnology. During the year under review the firm incurred Net Loss of Rs. 1.09 Lacs.
o. M/s Recycling Infotech LLP India: Gravita India Limited together with itssubsidiary holds 100% stake in this LLP. Recycling Infotech LLP is engaged in businessrelated to E-Marketing database collection etc. The LLP incurred Net Loss of ' 0.11 Lacs.
p. Gravita Ventures Limited Tanzania:
Gravita Ventures Limited is a step-down subsidiary of the Company. This subsidiary isengaged in trading of aluminum scrap. During the year under review subsidiary incurred NetLoss of Rs. 25.61 Lacs.
q. Recyclers Gravita Costa Rica SA Costa Rica: Recyclers Gravita Costa Rica SAis a step-down subsidiary of the Company. This subsidiary is engaged in trading of PETwaste. During the year under review subsidiary achieved turnover of Rs. 5.48 crorescoupled with Net Loss of ' 0.73 crores.
r. Mozambique Recyclers LDA Mozambique: Mozambique Recyclers LDA is a step-downsubsidiary of the Company. This subsidiary is engaged in Manufacturing and Recycling ofAluminium. During the year under review subsidiary achieved turnover of Rs. 1.05 crorescoupled with Net Loss of ' 0.38 crores.
s. Pearl Landcon Private Limited India:
Pearl Landcon Private Limited is a step-down associate company in which GravitaInfotech Limited holds 25% shareholding. This associate company is engaged in business ofReal Estate. During the year under review subsidiary incurred Net Loss of Rs. 5.28 Lacs.
t. Other Subsidiaries
The Company has some other Subsidiaries/
Step Down Subsidiaries which are under process of implementation of projects/commercial production. The details of the same are given below:
Noble Build Estate Private Limited India
Gravita Mali SA Mali
Gravita Dominican SAS Dominican Republic
Gravita Peru SAC
u. During the year under review the following subsidiaries/ firms have been closed/disinvested:
M/s Gravita Metals India.
Gravita Cameroon Limited Cameroon.
Met Mauritania Recycling SARL Mauritania.
Further as on 31st March 2020 company has not made any investment in JointVenture
4. Disclosures under Companies Act 2013
a) Extract of Annual Return: The extract of the Annual Return of the Company as on31st March 2020 is set out in Annexure-1 to this report. Further thereturn referred in Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company at https://www.gravitaindia.com/investors.
b) Material Subsidiaries:
The Company has in accordance with the amendments to Listing Regulations revised thePolicy for determining material subsidiaries. The said policy may be accessed on thewebsite of the Company at http:// www.gravitaindia.com/wp-content/uploads/pdf/material-subsidiaries-policy. pdf. There are below mentioned subsidiariesof the company which fall under the criteria of material subsidiary:
Gravita Netherlands BV
Gravita Mozambique LDA
c) Number of Board Meetings: During the year under review the Board ofDirectors of the company met 10 (Ten) times. Further the details of the Board Meetings andthe attendance of each of the Directors has been provided in Corporate Governance Reportwhich forms integral part of this report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and Listing Regulations.
d) Committees of the Board: Details of all the
Committees including Audit Committee of
Board of Directors along with their terms of reference composition and meetings heldduring the year is provided in the Corporate Governance Report and forms integral partof this report.
e) Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 with respect to the Director'sresponsibility Statement the Directors hereby confirm that:
(i) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanations relating to material departures ;
(ii) They had selected such Accounting Policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on 31st March 2020 and of the profitand loss of the company for that period;
(iii) To the best of their knowledge and information they had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
(iv) They had prepared the Annual Accounts on a Going Concern basis;
(v) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
(vi) Proper system had been devised by directors to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
f) Declaration by Independent Directors and Statement on compliance of Code ofConduct:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of section 149 of the Companies Act 2013 and Regulation 16(1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and also a declarationas per Rule-6 of the Companies (Appointment and Qualification of Directors) Rules 2014amended as on date has been received from all the independent directors.
Further in the opinion of the Board Independent Directors of the company are personsof high integrity expertise and experience and thus qualify to be appointed/ continue asIndependent Directors of the Company. Further as required under section 150(1) of theCompanies Act 2013 they have registered themselves as Independent Directors in theindependent director data bank. They shall pass the proficiency selfassessment test in duecourse in terms of Companies (Appointment and Qualifications of Directors) Rules 2014 (asamended).
In terms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external Influence and thatthey are independent of the management. The Independent Directors have also confirmed thatthey have complied with the Company's code of conduct as prescribed in Schedule IV to theCompanies Act 2013.
g) Vigil Mechanism/Whistle Blower Policy:
The Company is having an established and effective mechanism called the VigilMechanism to provide a formal mechanism for the Directors and employees to report theirgenuine concerns about unethical behaviour actual or suspected fraud or violation of thecompany's code of conduct. The policy provides adequate safeguards against victimizationof employees and provide direct access to the higher levels of supervisors and/or to theChairman of the Audit Committee in appropriate or exceptional cases. The mechanism underthe Whistle Blower Policy of the company has been appropriately communicated within theorganization. The purpose of this Policy is to provide a framework to promote responsiblewhistle blowing by employees. It protects employees wishing to raise a concern aboutserious irregularities unethical behavior actual or suspected fraud within the Company.The company's whistle blower policy is available on following web link: https://www.gravitaindia.com/wp-
h) Familiarization Programme for Independent Directors: The Company hasFamiliarization Program for Independent Directors to familiarize them with regard to theirroles rights duties and responsibilities in the Company along with industry businessoperations business model code of conduct and policies of the Company etc. TheFamiliarization Program has been disclosed on the website of the Company. The company'spolicy on familiarization programme is available on following web link:http://www.gravitaindia.com/wp-content/uploads/pdf/familarization- policy.pdf. The Company conducts an introductoryfamiliarization programme when a new Independent Director joins the Board of the Company.New Independent Directors are provided with a copy of latest Annual Report the Company'sCode of Conduct the Company's Code of Conduct for Prevention of Insider Trading to letthem have an insight of the Company's present status and their regulatory requirements.The induction comprises a detailed overview of the business verticals of the Company andmeetings with business heads / senior leadership team and with the Managing Director ofthe Company apart from this the company also conducts various familiarization programmesas and when required. The detail of such familiarization programmes conducted is availableon the website of the company and can be accessed from the following web link: https://www.gravitaindia.com/wp-content/uploads/ pdf/familiarization-programme.pdf.
i) Nomination and Remuneration Policy:
The policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 are formulated by the Nomination and Remuneration Committee. During the year thesaid policy has been revised by Board of Directors of the Company by making the changes asrequired under Companies Act 2013 and Listing Regulations. The salient features of thesaid policy can be accessed through Company's website from the following web link: https://www.gravitaindia.com/wp-content/uploads/ pdf/nomination-remuneration policy. pdf.
j) Annual Performance Evaluation: Pursuant to the provisions of the CompaniesAct 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board carried out annual evaluation of its own performanceperformance of its Committees and evaluation of individual Directors includingIndependent Directors. The Independent Directors had carried out an annual performanceevaluation of non-independent Directors the Board as a Whole and Chairperson of theCompany taking into account the views of Executive and NonExecutive Directors. TheNomination and Remuneration Committee of the Board of Directors evaluated the performanceof every Director. The performance is evaluated on the basis of number of Board andCommittee meetings attended by individual Director participation of each director in theaffairs of the company duties performed by each Director and targets achieved by companyduring the year. The Board / committee /directors found that the evaluation issatisfactory and no observations were raised from the said evaluation in current year aswell as in previous year.
k) Internal Financial Controls: In order to ensure orderly and efficient conductof business Company's management has put in place necessary internal control systemscommensurate with its business requirements scale of operations geographical spread andapplicable statutes. The Company has an inhouse Internal Audit department manned byqualified professionals and an external firm acting as independent internal auditors thatreviews internal controls and operating systems and procedures on a regular basis.Company's internal control systems include policies and procedures IT systems delegationof authority segregation of duties internal audit and review framework etc. Company hasdesigned the necessary internal financial controls and systems with regard to adherence tocompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information.
l) Related Party Transactions: All related party transactions that were enteredby the company during the financial year were on an arm's length basis and in the ordinarycourse of business. The company has not entered into any contract arrangement
and transaction with related parties which could be considered material in accordancewith the policy of the company on Related Party Transactions. Details with respect totransactions with related parties entered into by the company during the year under revieware disclosed in the accompanying financial results. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. Accordingly the disclosure of related partytransactions as required under Section 134(3) (h) of the Companies Act 2013 in FormAOC-2 is not required. Your directors draw attention of the shareholders to the financialstatements which set out related party disclosures. The policy on Related PartyTransactions as approved by the Board is available on the Company's website at https://www.gravitaindia.com/wp-content/uploads/pdf/rpt-policy.pdf
m) Corporate Social Responsibility (CSR): The Corporate Social ResponsibilityCommittee (CSR Committee) has formulated and recommended to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany which has been approved by the Board. The Company has developed and implementedthe CSR Policy accordingly. The Company undertakes its CSR initiatives as per theactivities covered in the CSR Policy of the Company. The details about Committeecomposition and terms of reference of Committee are given in Corporate Governance Reportand forms integral part of this report. A CSR Report on activities undertaken by thecompany and amount spent on them is attached as Annexure-2.
n) Risk Management Policy: The Company has developed and implemented a verycomprehensive risk management policy under which all key risks and mitigation plans arecompiled into a Risk Matrix. The same is reviewed quarterly by senior management andperiodically also by the Board ofDirectors. The Risk Matrix contains the Company'sassessment of impact and probability of each significant risk and mitigation steps takenor planned. For a detailed risk management policy please refer the website link http://www.gravitaindia.com/wp-content/ uploads/pdf/risk-management-policy. pdf.
o) Material Changes and Commitments if any Affecting Financial Position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: No material changes andcommitments have occurred after the closure of the Financial Year till the date of thisReport which affect the financial position of the Company.
5. Corporate Governance
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this Annual Report.
6. Statutory Auditor and Auditor's Report
M/s Walker Chandiok & Co LLP Chartered Accountants ( Firm Registration No.001076N) were appointed as the Statutory auditors of the company at the 27thAnnual General Meeting of the Company held on 20th September 2019 for aperiod of five years from the conclusion of the 27th AGM till the conclusion ofthe 32nd AGM. In this regard the Company has received a certificate from itsStatutory Auditor M/s Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration No. 001076N) in accordance with the provisions of Section 141 of theCompanies Act 2013.
Further there are no qualifications or adverse remarks in the Auditors' Report whichrequire any clarification/explanation. The Notes on financial statements areself-explanatory and need no further explanation.
7. Cost Auditor and Cost Audit Report
The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Act and accordinglysuch accounts and records are made and maintained in the prescribed manner.
The Company has received consent from M/s K.G. Goyal & Associates CostAccountants to act as the Cost Auditor for conducting audit of the cost records for thefinancial year 2020-21 having firm registration no. 000024 along with a certificateconfirming their independence and arm's length relationship.
The Board of Directors of the Company on the recommendations given by the AuditCommittee has appointed M/s K.G. Goyal & Associates Cost Accountants having firmregistration no. 000024 as Cost Auditors for conducting the audit of Cost Recordsmaintained by the company for the Financial Year 2020-21 subject to ratification ofremuneration by the members in the ensuing AGM.
The Cost Audit Report for the F.Y. 2018-19 was filed with Registrar of Companies(Central Government) on 26th September 2019 while the due date for filing ofCost Audit Report for F.Y. 2018-19 was 27th September 2019. There are noqualifications or adverse remarks in the Cost Audit Report which require anyclarification/explanation.
8. Particulars of Loans given Investments made guarantees given and Securitiesprovided under Section186 of the Companies Act 2013
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 herein below:
|Name of Person / Body Corporate ||Nature (Loan / Guarantee/ Security / Acquisition) ||Particulars of Loan given / Investment made or Guarantee made ||Purpose for which the loan or guarantee or security is proposed to be utilized by the recipient |
|Gravita Employee Welfare Trust ||Loan ||Loan of Rs. 2.25 Crores at an interest rate of 10.00% per annum ||For the purpose of implementing Gravita Stock Appreciation Right Scheme 2017 by acquiring equity shares of the company from secondary market. |
Apart from above company has not made any investment and has not provided any guaranteeor security pursuant to Section 186 of Companies Act 2013.
9. Secretarial Auditor and Secretarial Audit Report
The Board has appointed M/s P. Pincha & Associates Company Secretaries to carryout Secretarial Audit of the Company under the provisions of Section 204 of the CompaniesAct 2013. The Secretarial Audit Report for the financial year ended 31st March2020 is set out in the Annexure-3 to this report.
The report does not contain any qualification reservation or adverse remark except oncompliance related to regulation 30 of SEBI (LODR) Regulations 2015 where an informationto exchanges was delayed due to COVID-19 pandemic and lockdown in the State of Rajasthan.
10. Insider Trading Prevention Code
Pursuant to the SEBI Insider Trading Code the company has formulated a comprehensivepolicy for prohibition of Insider Trading in equity shares of Gravita India Limited topreserve the confidentiality and to prevent misuse of unpublished price sensitiveinformation. The Company Secretary has been designated as the Compliance Officer. It hasalso been posted on the website of the Company https://www.gravitaindia.com/investors/insider-trading-code.
11. The conservation of energy technology absorption foreign exchange earnings andoutgo
A detailed statement on Particulars of Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as required under Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 forms part of this Report as Annexure-4.
12. Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the top ten employees and employeesdrawing remuneration in excess of the limits set out in the said rules are provided as Annexure-5.Further the disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report as Annexure-6.
Further in terms of the provisions of Section 197(12) of the Companies Act 2013 readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of employees and other particularsof the top ten employees as provided in the said rules are set out in the Board's Reportas an addendum thereto. However in terms of provisions of the first proviso to Section136(1) of the Companies Act 2013 the Annual Report is being sent to the members of theCompany excluding the aforesaid information. The said information is available forinspection at the Registered Office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.
13. Appointment/Resignation of KMP's/Director
Dr. Mahavir Prasad Agarwal Whole time Director (DIN:00188179) shall be liable forretiring by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment and none of the Director is disqualified under Section
164 of the Companies Act 2013 and rules made thereunder for the reporting period.
Mr. Naveen Prakash Sharma ceased to be Chief Executive Officer of the company w.e.f 01stJanuary 2020.
Mr. Yogesh Malhotra (DIN: 05332393) has been appointed as Chief Executive Officer ofthe company in addition to his existing role of Wholetime Director of the Company w.e.f 01stJanuary 2020.
Mr. Dinesh Kumar Govil (DIN: 02402409) Independent director of the company first termofhis tenure as the Independent director was expired on 29th June 2019 and wasre-appointed for the second term of 5 consecutive years as an Independent Director of thecompany w.e.f 30th June 2019. In view of the above approval of members by wayof special resolution was obtained through postal ballot on 15th June 2019 forthe continuation of his directorship.
Mr. Arun Kumar Gupta (DIN: 02749451) Independent director of the company first term ofhis tenure as the Independent director was expired on 10th August 2019 and wasre-appointed for the second term of 5 consecutive years as an Independent Director of thecompany w.e.f 11th August 2019. In view of the above approval of members byway of special resolution was obtained through postal ballot on 15th June 2019for the continuation of his directorship.
Mrs. Chanchal Chadha Phadnis (DIN: 07133840) Independent director of the company firstterm of her tenure as the Independent director was expired on 23rd March 2020and was re-appointed for the second term of 5 consecutive years as an Independent Directorof the company w.e.f 24th March 2020. In view of the above approval ofmembers by way of special resolution was obtained at the Annual General Meeting of thecompany held on 20th September 2019 for the continuation of her directorship.
The above appointments and resignations are recommended by Nomination &Remuneration Committee and the same was approved by the Board of Directors.
14. Consolidated Financial Statements and Cash Flow Statement
In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2019-20 togetherwith the Auditors' Report form part of this Annual Report.
15. Subsidiaries and Associates
The Company has prepared Consolidated Financial Statements in accordance with Section129 (3) of the Companies Act 2013 which forms part of the Annual Report. Further thereport on the performance and financial position of each of the subsidiary associate andjoint venture and salient features of the financial statements in the prescribed FormAOC-1 is annexed to this report in Annexure -7.
In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany are available on our website https://www.gravitaindia.com/investors/annual-report-of- subsidiaries/. Further the copies of thefinancial statements of the company and its subsidiaries are available for inspectionduring working hours for a period of 21 days before the date of meeting.
16. Business Responsibility Report (BRR):
The Company is also providing business responsibility Report as stipulated under theListing Regulations the Business Responsibility Report (BRR) describes about theinitiatives taken by the Company from an environmental social and governance perspectiveand it is put up on the Company's website and can be accessed at https://gravitaindia.com/wp-content/uploads/pdf/BRpolicy.pdf. The BRR Report is attached as Annexure-8.
17. Employees' Stock Option Scheme/Stock Appreciation Right Scheme
In terms of the SEBI (Share Based Employee Benefits) Regulations 2014 as amended fromtime to time ('SEBI Regulations') the Compensation Committee of Board inter aliaadministers and monitors the Gravita Employee Stock Option Plan 2011 and Gravita StockAppreciation Rights Scheme 2017 of your Company. The Compensation Committee at itsmeeting held on 27th April 2019 granted 291200 stock options under GravitaEmployee Stock Option Plan 2011 to the eligible employees at an exercise option price ofRs. 2/- per option. Further Compensation Committee at its meeting held on 21stMarch 2020 granted 129600 Stock Appreciation Rights to the employees of the company andits subsidiaries under Gravita Stock Appreciation Rights Scheme 2017. In addition duringthe financial year 2019-20 Gravita Employee Welfare Trust has purchased 528000 Equityshares from Secondary Market. A certificate from the Statutory Auditor on theimplementation of your Company's Employees Stock Option Scheme will be placed at theensuing Annual General Meeting for inspection by the Members. Further disclosures pursuantto Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations 2014 read withSEBI circular dated 16th June 2015 for the financial year ended 31stMarch 2020 are available on website of the company www.gravitaindia.com.
18. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.
The Company has not accepted any Deposits from public shareholders or employeesmentioned under section 73 of Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 during the reporting period. Additionally company has never accepteddeposits from public shareholders or employees mentioned under section 73 of CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014 therefore no amount isunclaimed or outstanding for payment as on 31st March 2020.
20. Statement on compliances of applicable Secretarial Standards
Company has complied with the secretarial standards issued by Institute of CompaniesSecretaries of India (ICSI) on Board Meetings (SS-1) and General Meetings (SS-2).
21. Share Capital
The Company has made allotment of 291200 Equity Shares of Rs. 2/- each to theEmployees of the Company and its subsidiaries upon exercise of an equal number of stockoptions granted to them pursuant to the Stock Option Scheme of the Company. Consequentlythe issued subscribed and paid-up equity share capital of the Company has increased from6 8746714 equity shares of Rs. 2/- each as at March 31 2019 to 6 9037914 equityshares of Rs. 2/- each as at March 312020.
22. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace
The Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the provisions of the "Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013" and the Rulesmade there under. Company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and has formed an "InternalComplaints Committee" for prevention and redressal of sexual harassment at workplace.The Committee is having requisite members and is chaired by a senior woman member of theorganization. Further the Company has not received any complaint of sexual harassmentduring the financial year 2019-20..
23. Investor Education and Protection Fund (IEPF)
Pursuant to Section 125 of Companies Act 2013 (corresponding to Section 205C ofCompanies Act 1956) read-with Rules made thereunder all unpaid application money receivedby company for allotment of any securities and due for refund for seven years has to betransferred to Investor Education and Protection fund maintained by the CentralGovernment. Accordingly the company has transferred a sum of ' 0.27 Lacs during the yearto the said fund on account of unpaid dividend account. Further during the year underreview the company has transferred 289 equity shares to IEPF suspense account relating tothe investors who have not claimed any dividend from last 7 years. The detail of theinvestors whose amount and shares are transferred is available on the website of thecompany https://www.gravitaindia.com/ investors/iepf-details.
24. Remuneration from Subsidiary:
Mr. Rajat Agrawal (DIN: 00855284) Managing Director of the Company receivedremuneration from Gravita USA Inc. a step-down Subsidiary of the Company. Apart from thisneither the Managing Director nor the Whole Time Director received any remuneration fromany Subsidiary.
Your Directors state that as there were no transactions during the year under reviewtherefore no disclosure or reporting is required in respect of the following items:
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOP's referred to in this Report.
Details relating to significant and material orders passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
Details relating to provisions of section 134 (3) (ca) of Companies Act 2013 inrespect of particulars of fraud reported by the auditors.
Details related to change in nature of business of the company.
The Directors wish to place on record their appreciation for the co-operation andsupport received from the Banks Government Authorities Customers Suppliers BSE NSECDSL NSDL Business Associates Shareholders Auditors Financial Institutions and otherindividuals / bodies for their continued co-operation and support. The Directors alsoacknowledge the hard work dedication and commitment of the employees. Their enthusiasmand unstinting efforts have enabled the Company to emerge stronger than ever enabling itto maintain its position as one of the leading players in the recycling industry in Indiaand around the world.
| || |
For and on behalf of the Board of Directors
| ||Rajat Agrawal ||Dr. Mahavir Prasad Agarwal |
| ||Managing Director ||Whole-time Director |
| ||DIN: 00855284 ||DIN: 00188179 |
|Date: 05th August 2020 ||C-137 Dayanand Marg ||C-137 Dayanand Marg |
|Place: Jaipur ||Tilak Nagar Jaipur-302004 ||Tilak Nagar Jaipur-302004 |