To The Member
Your Directors are pleased to present the 35th Annual Report on the businessand operations of the Company together with the Audited Financial Statements of yourCompany for the financial year ended 31st March 2019.
|FINANCIAL RESULTS || ||(र in Crores) |
| || |
(except earnings per share)
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018* |
|Gross Sales and other income ||5133 ||4165 |
|Earnings before interest taxes depreciation and amortization ||436 ||335 |
|Profit/(loss) before depreciation and amortization exceptional item and tax ||301 ||218 |
|Depreciation and amortization ||72 ||69 |
|Profit /(loss) before tax ||229 ||149 |
|Provision for tax ||81 ||51 |
|Net profit/(loss) ||148 ||98 |
|Earnings per share (in ') ||47.87 ||31.68 |
|Proposed dividend on Equity Shares ||18.58 ||12.38 |
|Tax on dividend ||3.82 ||2.55 |
*Gross Sales for FY 2017-18 (till 30th June 2017) includes Central ExciseDuty as applicable and thereafter is net of Goods and Service Tax in accordance with theprovisions of Ind-AS.
Keeping in view the good performance of your Company your Directors are pleased torecommend a dividend of र 6/- (Rupee Six Only) per equity share of face value of'10/- each (i.e. 60 %) for the financial year ended 31st March 2019 subject tothe approval of the Shareholders in the ensuing Annual General Meeting. The total outgo onaccount of dividend will be र 22.40 Crores including dividend tax.
The Company continued its good financial performance during the year under review.During the FY 2018-19 on a standalone basis your Company recorded total revenue of र5133 Crores as compared to र 4165 Crores in FY 2017-18 an increase of about 23%.The profit after depreciation and tax for the FY 2018-19 increased to '148 Crores ascompared to र 98 Crores earned during the FY 2017-18 an increase of about 51%representing sturdy growth over the previous year.
With opening of liquor market for all players in State of Uttar Pradesh the liquorbusiness performed exceptionally well and became a major revenue contributor. Furtherdespite challenging international conditions i.e. US-China trade war tension and low crudeprices the Chemical business garnered good revenue. The nutraceutical business wasadversely impacted due to steep depreciation of the currency in one of its major markets.Despite this the Nutraceutical business did fairly well.
The Company's green feedstock molasses remained available through the year atattractive prices giving a strength to the bottom line. The Company continued to sourceethyl alcohol the principal raw material majorly from overseas market due to lack of itsavailability in domestic markets as bulk of the product is being diverted for ethanolblending.
Under the current scenario the outlook continues to remain optimistic in the nearterm.
During the year under review no amount was transferred to reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and date of this report. There has been nochange in the nature of the business of the Company.
AWARDS AND RECOGNITIONS
During the year under review your Company has been awarded/conferred the followingawards:
1. "Best Innovative Logistics Award" for second consecutive year in thecategory of "Smart Exporter - Chemicals" by Maritime Gateway;
2. Award in Sustainability' Category at the event Manufacturing Today':Reinventing The Future' by Aditya Birla Group;
3. Award for Efficiency in Energy Usage' in petrochemicals at the event FICCI-India Chemical & Petrochemical Awards 2018 by FICCI.
4. "LARGE SCALE SECTOR EXPORT" Award for outstanding performance in SpecialtyChemical Exports for the year 2017-18 by the Indian Speciality Chemical ManufacturersAssociation (ISCMA).
5. Award under the Large Scale Sector category of Inorganic Organic and Agro Chemicalsfor outstanding export performance for the year 201617 by CHEMEXCIL (Basic ChemicalsCosmetics & Dyes Export Promotion Council).
During the year under review India Ratings & Research (Ind-Ra) a credit ratingAgency up-graded the Company's Long-term Issuer Rating to IND A- ' from INDBbB+' with Outlook stable. The instrument wise ratings are as follows:
|Instrument Type ||Rating/outlook ||Rating Action |
|Fund-based Limit ||IND A- /Stable/ IND A2+ ||Upgraded |
|Non Fund based Limit ||IND A2+ ||Upgraded |
|Term Loan ||IND A- /Stable ||Upgraded |
The Company is the largest manufacturer of Bio-Mono Ethylene Glycol (Bio-MEG) in theworld made out of renewable feedstock i.e. Molasses and Ethanol. Bio-MEG has anapplication inter-alia in making PET bottles which is used for packaging of beverageproducts.
The global chemical trade was adversely affected by US-China trade war and low crudeoil prices. The BioMEG sales grew in Far East markets but experienced a slowdown inUS/European markets. Sales of Glycol Ethers showed a marginal growth despite beingadversely affected by low prices of competition product in China. Sales of Glycols[Monoethylene Glycol (MEG) Diethylene Glycol (DEG) Triethylene Glycol (TEG) and HeavyGlycols] have increased from 113439 MT during the FY 2017-18 to 120585 MT in FY2018-19 and whereas the sales value was at र 965 Crores and र 1118Crores respectively.
Sales under Ethylene Oxide Derivatives (EODs) business increased to 101443 MT in FY2018-19 from 99609 MT during previous year and the sales value was र 1065Crores and र 980 Crores respectively.
During the year your Company produced 120884 MT of Glycols compared to 113562 MTlast year. Ethylene Oxide Derivatives (EODs) production has been 104138 MT compared to98283 MT last year.
Inspite of challenging global scenario in chemical trade the export sales valueremained steady at र 858 Crores during the year under review as compared to र917 Crores during previous year.
The Company continue to hold the Three Star Export House' status as granted byGovernment of India.
ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL AND POWER ALCOHOL
During the year your Company registered total sales value of र 2125Crores as compared to र 1379 Crores last year in the Ethyl Alcohol (Potable)division. Due to persistent efforts for export of high quality Extra Neutral Alcohol(ENA) the Company has gained the position of premium quality ENA supplier in theinternational markets. The existing tie-up with Bacardi for bottling of their products atthe Kashipur bottling unit continues to grow in strength.
Your Company is having license for operations in and sale of Country Liquor and IndianMade Foreign Liquor (IMFL) in the States of Uttar Pradesh and Uttarakhand. Further duringthe year under review the Company launched Soulmate Blu' a Premium Whisky insemi-premium segment in eastern states such as Assam Odisha in addition to existingStates of Uttarakhand Himachal Pradesh and Haryana. Also under the new liquor policy ofState of Uttar Pradesh effective from 1st April 2018 opening the market forall players for their brands the Company has started Country Liquor operations from itsGorakhpur Unit and also plans to launch IMFL brands soon in the state. In the currentfiscal the Company intends to commission the tetra pack machine at its Gorakhpur Unitwith an aim to produce medium liquor 180 ML in tetra pack.
The Company being a registered supplier to Indian Defense forces through CSD under thebrand premiumisation plan will introduce premium brands V2O Vodka and Soulmate Blu Whiskyin addition to already introduced premium Rum under the brand name Beach House XXXPremium Rum. Further in our continued thrust towards manufacturing sustainable/ renewablecomponents the Company has set up Power Alcohol plants at Kashipur and Gorakhpur unitseach with a capacity of 100 KL per day. Power Alcohol shall be made available to OilManufacturing companies ("OMC's") for blending in Petrol as per Govt. Policy.Post receipt of necessary permissions for the Kashipur Unit production and supplies ofPower Alcohol to OMC's were started from Kashipur Unit during the year under review.
ENNATURE BIO-PHARMA DIVISION
The Ennature Bio-pharma division of the Company is operating in the space ofNutraceuticals Phytochemicals & health supplement ingredients. The manufacturingfacility is located at Dehradun and is accredited with EU written confirmation WHO GMPCurrent Good Manufacturing Practices (cGMP) ISO 9001 ISO 22000 Hazard Analysis andCritical Control Points (HACCP) Kosher and Halal.
The unit has an advanced production facility including organic certified supercritical Fluid extraction & ethanol extraction facility for production ofStandardized Botanical Extract Phytochemicals food supplements Spice Extracts andActive Pharmaceuticals ingredients (API) of natural plant origin. During the yearadditional capacity has been created to meet the surging demands of the products.
The APIs derived from plant sources have been doing exceedingly well with some of themolecules having gained significant growth and captured major market share in theburgeoning global pharmaceutical market.
Your Company is continuously working on many new APIs which will be launched in thenext few years.
The division has achieved sales of र 160 Crores for FY 2018-19 as comparedto र 180 Crores over previous year. Export of major API sales has shown slightdeclining trend due to currency fluctuations in the major market of consumption during theyear however by the fourth quarter ending sales returned back to normalcy with currencystability in the importing country.
Some of the products developed successfully in the recent past include Liquid Nicotine& various salts for the cigarette replacement therapy. Additionally the Company hasdeveloped another good molecule Centella Asiatica for skin repair and poised to do well.The Company is growth & result oriented with an objective & concern forenvironment transforming lives through green technology for isolation & purificationof phytochemicals. This segment is expected to improve the profitability during thecurrent fiscal on account of improved efficiency in many areas and expanding market shareand size.
During the year under review the Company from its Air separation unit produced 20305MT of Liquid Oxygen and 1072 MT of Liquid Nitrogen. Both Liquid Oxygen and LiquidNitrogen were sold in the market and also used for in house requirements. In additionArgon of 2596 MT was also produced and its sales were 2558 MT. Industrial Gas Divisionalso produced Beverage and Industrial Grade Liquid Carbon Di-oxide (LCO2) atKashipur. During the year your Company has produced 36679 MT of LCO2 and itssale was 35874 MT.
Your Company also produced ETO (Ethylene Oxide & Carbon Dioxide Gas Mixtures) underthe trade name IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization ofDisposable Surgical & Medical Devices spices and packing substances like rubberplastic etc. The Company has in house facility for production of EO and LCO2which are also used in production of ETO and as such it is the only plant in India to havesuch manufacturing facility which gives us a distinct edge over other suppliers in themarket. During the year under review the Company has sold 1062 MT of Steri Gas ascompared to 1051 MT in the last year.
Further the Industrial Gases segment registered total sales of all gases of र40 Crores during FY 2018-19 against a sale of र 37 Crores during the lastyear.
India's first multi feedstock continuous flow plant has been commissioned at IndiaGlycols Ltd. Kashipur site with a capacity of 10 ton per day biomass processing based onDBT-ICT Technology.
This Technology is feedstock agnostic and can be used with various agriculturalresidues like Bagasse Rice Straw Wheat Straw Bamboo Cotton Stalk Corn Stover Woodchips etc. with optimum product yields.
So far your Company has determined optimal plant performance and finally validatedthis technology for feed stocks like Bagasse Rice Straw & Wheat Straw & cottonstalk. The Company has also generated detailed performance data sufficient to transforminto full scale commercial plant. Altogether this plant is capable of building a sugarplatform which can further be transformed into various value added sugar based chemicalsthrough biotech (green) route other than Alcohol. Currently we are working at lab scaleon the production of Green lactic acid in the form Ammonium Lactate through Bacterialfermentation route and look forward for the production of Green Chemicals e.g. Lactates ofdifferent molecules & PHA from Agro waste.
FUTURE OUTLOOK OR EXPANSION / MODERNISATION / DIVERSIFICATION PLANS
In our continued thrust towards manufacturing sustainable/ renewable components theCompany has recently set-up Power Alcohol plants at Kashipur and Gorakhpur units each witha capacity of 100 KL per day. Power Alcohol shall be made available to Oil Marketingcompanies for blending in Petrol as per Govt. policy.
Your Company has continuously been focusing on innovations for products as well as forprocesses to maintain market leadership and competitive advantage. In order to ensure thatthe new products are delivered in time as per the needs of the customers a system of NewProduct Development has been put in place. Also improvements in cost of many of ourlarge-volume products were done through process validation to improve yield productionefficiency and usage of alternative Raw Materials. This has brought the batch cycle timeof these products down bringing the utility costs etc. to their minimum possible levelwhile ensuring the availability of products on time.
Your Company already has a well established position in the domestic specialtyexthoxylates market segment. The Company intends to use its wide experience in thissegment in the domestic market to give thrust to exports of similar products in theinternational market.
The lower carbon footprint and the use of green feedstock for production by the Companyfinds a mass appeal with many major global companies. Manufacture of Bio-MEG/ Green MEGgoing into packaging products with green label used in niche markets such as processedfood health care including pharmaceutical and personal care etc. is one of the mostprominent success stories of your Company in recent times. In addition multipleinitiatives have been taken to develop more Green products to meet the rising demand ofenvironment-friendly surfactants and specialty chemicals based on renewable resources likeRice bran oil Coconut oil Groundnut oil Soybean oil Palm oil Cashew-nut shell liquidetc. A large number of products based on Alkyl Phenols (APEO) will have to be replacedwith base materials from renewable resources. Thus meeting the needs of customersespecially those who are engaged in Exports your Company has developed specialtysurfactants to replace APEO-based products. Some of the notable products introduced inrecent time includes Ether Carboxylates' the specialty surfactants SpecialtyEthoxylates' Environment-friendly surfactants' New generation green brakefluids' of DOT 4+ & 5.1 and Green & Bio-Poly Glycol.
The focus for the future would be in the area of marketing Bio-MEG Bio-Ethoxylates andperformance chemicals such as specialty surfactants and specialty chemicals to nichemarkets for achieving better contribution with a special focus on North American Europeanand Far East (Japanese/Korean) markets.
Also a range of personal care products with Bio' and Green' level arelaunched across USA and China based on Bio- Polyol designed by R&D of your Companywhich gets the distinction of being the first and only Company to supply such products.Your Company is also embarking upon manufacturing Amine based EO derivatives in nearfuture. This will further add to the diversified portfolio of the Company and will give acompetitive edge.
During the year under review your Company has raised term loan and other creditfacilities amounting to र 378 Crores. The Company renewed the EPBG advance forUSD 68.40 million (र 435.84 Crores) after meeting repayment obligations for 2 years.The Company repaid an amount of USD 17.80 million (र 113.42 Crores) to the customersagainst the commitments reducing the total liability to USD 68.40 million (र 435.80Crores) as on 31st March 2019. Further the Company has re-paid uponmaturity term loan of र 60.53 Crores during the year.
The Company has been regular in meeting its obligations towards payment ofprincipal/interest to Financial Institutions/Banks.
Details of the Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 ("the Act") are provided in the notes tothe standalone financial statements which form part of the Annual Report. The Company haddiscontinued its fixed deposits scheme in the FY 2009-10 and has not accepted any freshdeposits covered under Chapter V of the Act during the year. There are no overdue depositsas on 31st March 2019. During the year under review unclaimed deposit of र0.20 Lakhs was transferred to Investor Education and Protection Fund (IEPF).
For the Company Ind-AS is applicable from 1st April 2016 with a transitiondate of 1st April 2015. The financial statements of the Company (includingsubsidiaries) have been prepared in accordance with the recognition and measurementprinciples laid down under Ind-AS as presented under Section 133 of the Act read with therelevant rules issued thereunder and the other accounting principles generally accepted inIndia as applicable.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company periodically discusses andreviews at its Audit Committee and with its auditors the effectiveness of the internalfinancial control measures implemented by the Company including with reference to theFinancial Statements of the Company.
The Company has a proper and adequate system of internal financial controls whichincludes the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
LISTING OF SECURITIES
The shares of the Company are listed on BSE Limited (BSE) and the National StockExchange of India Limited (NSE). The respective stock code no. and symbol of the Companyare 500201 and INDIAGLYCO. The annual listing fees for the year 2019-20 have been paid inadvance to the Stock Exchanges
SUBSIDIARY COMPANIES AND JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2018 the Company had Four (4) subsidiaries and One (1)Joint Venture Company. During the year under review there were no changes in subsidiaryand Joint Ventures of the Company. A brief of each of them is given below:
Shakumbari Sugar and Allied Industries Limited
The Company has a sugar manufacturing plant in the state of Uttar Pradesh through itssubsidiary Company Shakumbari Sugar and Allied Industries Ltd. (SSAIL) with a crushingcapacity of 5500 tons crushed per day (TCD) along with a modern distillery of 65 KL perday (KLPD) producing high quality rectified spirit and an internal bagasse firedco-generation plant of 11 MW catering to the captive power needs of the sugar anddistillery units.
With the abolition of BIFR SSAIL continues to evaluate and explore options inconsultation with expert(s) and stakeholders for restructuring/revival/disinvestment.
During the year under review SSAIL paid all the installments of One Time Settlement(OTS) sactioned by the Central Bank of India (CBOI) on due dates.
Further during the year no operations at the sugar manufacturing plant were carriedout. During the year ended 31st March 2019 SSAIL has incurred a loss of '1592Lakhs.
IGL Finance Limited
IGL Finance Ltd. (IGLFL) is a 100% subsidiary of the Company. IGLFL had invested fundsin short term commodity financing contracts of the National Spot Exchange Ltd. (NSEL).
NSEL has defaulted in settling the contracts on due dates for which IGLFL hasinitiated legal and other action. IGLFL is confident of recovery of its dues from NSELover a period of time in view of the measures which have so far been taken for and pendingbefore the Government and other agencies. During the year ended 31st March2019 IGLFL has earned a profit of र 334.38 Lakhs.
IGL Chem International Pte. Ltd.
IGL Chem International Pte. Ltd. is a 100% subsidiary of the Company in Singapore toaugment its activities in South Eastern region and help the marketing of products fromChemical Plant Natural Gums Plant and Supercritical Fluid Extraction facility to largebuyers in US Europe and South East Asia. During the year ended 31st March2019 IGL Chem International Pte. Ltd. suffered a loss of र 33.35 Lakhs.
IGL Chem International USA LLC
Your Company has also set up a 100% subsidiary Company in USA named as IGL ChemInternational USA LLC with the main objective of marketing of the Company's products andrelated activities in the American and Latin American regions. During the year ended 31stMarch 2019 IGL Chem International USA LLC has suffered a loss of र 169.99Lakhs.
Kashipur Infrastructure and Freight Terminal Private Limited
Kashipur Infrastructure and Freight Terminal Pvt. Ltd. (KIFTPL) a joint venture ofyour Company and Apollo Logisolutions Limited ("ALS") engaged in the businessof providing railway based logistic services and other facilities through its PrivateFreight Terminal and Inland Container Depot at Bazpur Road Kashipur Uttarakhand is fullyoperational and the facility serves as a multi-modal logistic facility for both EXIM anddomestic cargo handling.
As on 31st March 2019 your Company along with its affiliates hold 48.91%of the share Capital (41.78 % by the Company and 7.13 % by the affiliates) of KIFTPL while51% of the share capital is held by ALS. ALS is engaged in the business of providingcomplete and comprehensive services relating to container freight station transportationof containers cargo handling and has the requisite technical expertise to operate andmanage inland container depot.
KIFTPL has achieved revenue growth during the year
under review and shown marked improvement in its performance. In the near future it isexpected to continue to keep the same trend. During the year ended 31st March2019 KIFTPL has suffered a loss of र 279.61 Lakhs.
The consolidated financial statements of the Company and its subsidiaries jointventure for the FY 2018-19 prepared in accordance with the applicable provisions of theAct and applicable accounting standards notified by Ministry of Corporate Affairs("MCA") Govt. of India forms part of the Annual Report. Pursuant to theprovisions of Section 136 of the Act financial statements of the subsidiary companies arenot required to be sent to the members of the Company. The Company will provide a copy ofseparate annual accounts in respect of each of its subsidiary/associate to any member ofthe Company if so desired and said annual accounts will also be kept open for inspectionat the registered office of the Company. Further the audited annual accounts of thesubsidiary companies are also available on the website of the Company viz.www.indiaglycols.com .
A separate statement containing salient features of the financial statements ofsubsidiaries and Joint venture under first proviso to sub-section (3) of section 129 inForm AOC-1 forms part of the financial statements.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the year under review Shri Sajeve Deora (DIN: 00003305) was appointed asAdditional Director in the category of Independent Director for a period of 5 consecutiveyears from 1st May 2018 till 30th April 2023. Further during theyear under review on the recommendation of Nomination and Remuneration Committee theBoard of Directors approved the continuation of appointment of Shri Pradip Kumar Khaitan(DIN: 00004821) and Shri Jagmohan N. Kejriwal (DIN: 00074012) who have attained age of 75years as an Independent Director till 30th September 2019. All theseappointment/continuation of appointments were approved by the Members at their 34thAnnual General Meeting held on 4th August 2018.
Further the first term of Shri Pradip Kumar Khaitan (DIN: 00004821) Shri Jagmohan N.Kejriwal (DIN: 00074012) Shri Ravi Jhunjhunwala (DIN:00060972) and Shri JitenderBalakrishnan (DIN: 00028320) as Independent Directors would expire on 30thSeptember 2019 and being eligible and post considering their contribution in the growthof the Company the Board on the recommendation of Nomination and Remuneration Committeein its meeting held on 21st May 2019 has appointed them for a second term of 5years from 1st October 2019 till 30th September 2024 subject tothe approval of the Members. The reappointment of all these Independent Directors is alsoproposed in the ensuing AGM.
Shri M.K. Rao (DIN: 02168280) Director of the Company is retiring by rotation at theensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment. Your Directors recommend the re-appointment of Shri M.K. Rao the retiringDirector for your approval.
The Company has received requisite declarations as required under section 152(4) of theAct from all the Directors being re-appointed. Also the consent to act as an IndependentDirector from Shri Pradip Kumar Khaitan Shri Jagmohan N. Kejriwal Shri Ravi Jhunjhunwalaand Shri Jitender Balakrishnan has been received.
Brief resume of the Director retire by rotation/seeking re-appointment along with theother details as stipulated under Regulation 26 and 36 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 ("SEBI Listing Regulations") andSecretarial Standard on General Meetings (SS-2) are provided in the Notice for convening35th Annual General Meeting.
Except as mentioned above there is no change in the Key Managerial Personnel duringthe year under review.
All the Independent Directors have furnished declarations that they fulfill thecriteria of Independence as prescribed under Section 149(6) of the Act and Regulation16(I)(b) of SEBI Listing Regulations. There was no change in the circumstances effectingtheir status as Independent Director. The Board reviewed the certificates and noted thatall Independent Directors are independent of the Company's management. During theFinancial Year 2018-19 Four (4 ) Board Meetings were held. The details of the Boardmeetings and the attendance of the Directors thereat are provided in the CorporateGovernance Report and forms part of this Report.
Pursuant to the applicable provisions of the Act and SEBI Listing Regulations theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of Committees. The evaluation was carriedout based on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company and all stakeholders etc.
The performance evaluation of the Independent Directors was done by the entire Boardexcluding the Directors being evaluated. The performance evaluation of the Chairman Boardas a whole and the Non-Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy containing inter-alia guiding principles forpayment of remuneration to Directors Senior Management Key Managerial
Personnel and other employees along with criteria for determining qualificationspositive attributes independence of Directors and Board evaluation are provided in theCorporate Governance Report and forms part of the Annual Report. The said policy isavailable on the website of the Company i.e. www.indiaglycols . com under linkhttp://www.indiaglycols.com/investors/ downloads/NRE.pdf
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has constituted an InternalComplaints Committee where any grievance of sexual harassment at workplace can bereported. No complaint pertaining to sexual harassment at workplace has been reported tothe Committee during the financial year ended 31st March 2019.
The Company has also adopted policy on prevention of Sexual Harassment at workplace.The objective of the policy is to provide its women employees a workplace free fromharassment/discrimination and that every employee is treated with dignity and respect. Thesaid policy is available on the website of the Company i.e. www.indiaglycols.com underlink: http://www.indiaglycols.com/investors/downloads/policy-for-prevention-and-redressal-of-sexual-harrasment-of- women-at-workplace.pdf
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In terms of provisions of Section 177 of the Act read with Rules thereunder and SEBIListing Regulations the Company has established a Vigil Mechanism / Whistle Blower Policyto deal with the instances of fraud and mismanagement.
The details of the Vigil Mechanism/ Whistle Blower Policy are provided in the CorporateGovernance Report and also hosted on the website of the Company i.e. www. indiaglycols.comunder link http://www.indiaglycols.com/ investors/downloads/vigil-mechanism-policy.pdf Ason 31st March 2019 the Audit Committee comprises Four Non-ExecutiveIndependent Directors namely Shri Pradip Kumar Khaitan (Chairman) Shri RaviJhunjhunwala Shri Jagmohan N. Kejriwal Shri Sajeve Deora and one Executive DirectorShri M.K. Rao. The details of the Audit Committee meetings and the attendance of themembers thereat are provided in the Corporate Governance Report and forms part of thisReport. During the year all the recommendations made by Audit Committee were accepted bythe Board. DIRECTORS' RESPONSIBILITY STATEMENT In terms of provisions of Section134(5) of the Act to the best of their knowledge and ability your Directors confirmthat:
(a) in the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2019 and theprofit and loss of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down the internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under SEBI ListingRegulations forms part of this Report.
The Corporate Governance Report as stipulated under Schedule V(C) of SEBI ListingRegulations forms part of this Report.
The requisite certificate from the Statutory Auditors of the Company M/s K. N.Gutgutia & Co. Chartered Accountants confirming compliance with the conditions ofcorporate governance as stipulated under the aforesaid clause is attached to CorporateGovernance Report.
STATUTORY AUDITOR & AUDIT REPORT Statutory Auditor
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s K.N. Gutgutia & Co. Chartered Accountants (RegistrationNo. 304153E)["KNG"] were appointed as the Statutory Auditors of the Company withthe approval of members at the 33rd Annual General Meeting (AGM) held on 1stSeptember 2017 for a period of 5 years to hold office till the conclusion of 38thAGM subject to ratification of the appointment at every AGM if required.
Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment)Act 2017 effective from 7th May 2018 the requirement of ratification ofStatutory Auditor's appointment by the shareholders every year has been dispensed with.In view of the above KNG shall continue as Statutory Auditors till the conclusion of 38thAnnual General Meeting to be held in the year 2022. Hence approval of the Members for theratification of Auditor's appointment is not being sought at the 35th AnnualGeneral Meeting.
The Company has received the consent letter and a certificate under section 139 of theAct from KNG to the effect that continuation of their appointment shall be in accordancewith the applicable provisions of the Act and the Rules made thereunder.
The Report given by M/s K.N. Gutgutia & Co. Chartered Accountants (RegistrationNo. 304153E) Statutory Auditors on the financial statements of the Company for theFinancial year 2018-19 is part of the Annual Report. The notes on financial statementsreferred to in the Auditor's Report are self-explanatory and do not call for any furthercomments.
There has been no qualification reservation or adverse remark or disclaimer in theirReport on standalone and consolidated financial statements for FY 2018-19.
During the year under review the Auditors has not reported any matter under Section143 (12) of the Act.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board appointed M/s Mukesh Agarwal & Co. Company Secretaries (CP No.- 3851) asSecretarial Auditor for the Financial Year 2018-19 in terms of provisions of Section 204of the Act. The Secretarial Audit Report for the financial year ended 31 stMarch 2019 was considered by the Board in its meeting held on 21st May 2019and is enclosed as "Annexure A" to this report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark which needs anyexplanation or comment of the Board.
During the year under review the Company has complied with all the applicablemandatory Secretarial Standards as issued by the Institute of Company Secretaries ofIndia.
COST RECORDS AND COST AUDITORS
The Cost records as required to be maintained under Section 148 (1) of Act are dulymade and maintained by the Company.
The Company has appointed M/s R.J. Goel & Co. Cost Accountants (FRN 000026) asCost Auditors of the Company for the financial year 2019-20 under section
148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 includingamendments if any. The Cost Auditors have confirmed that they are eligible under Section141 (3) of the Act for re-appointment.
The Cost Auditor's Report for the year 2017-18 was filed with Central Government withinthe prescribed time.
RELATED PARTY TRANSACTIONS
During the FY 2018-19 Related Party transactions (RPTs) as defined under Section 188of the Act read with rules made thereunder and the SEBI Listing Regulations were at arm'slength and in ordinary course of business. Pursuant to the provisions of Section 177 ofthe Act read with Regulation 23 of SEBI Listing Regulations all transaction with relatedparties were reviewed and approved by the Audit Committee and were in accordance with thepolicy on RPTs as formulated by the Company. The said policy has been uploaded on theCompany's website at the following link- http://www.indiaglycols .com/investors/downloads/Related-party-transactions- Policy.pdf
During the year under review your Company did not enter into any RPT which may beconsidered material in terms of Section 188 of the Act read with rules made thereunder andthus disclosure in Form AOC-2 is not required to be made by the Company. The disclosurespertaining to RPTs in compliance with the applicable Accounting Standards have been givenin Note no. 55 of the Standalone financial statements forming part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
Your Company is working actively on various projects efficiently approaching andtargeting towards Clean Development Mechanism (CDM) and reduction in Green House Gases(GHG) emissions.
The Company has installed unique technology for converting distillery spent wash intofuel at both the plants viz. Kashipur and Gorakhpur. Through this technology the spentwash is concentrated through five effect evaporator. The concentrate is utilized as fuelto substitute coal in a specifically designed boiler. The high pressure steam so generatedis passed through the turbine for power generation and low pressure steam after turbine isutilized in the plant for operation. Due to this your Company is saving fossil fuel interms of coal and substituting the essential power generation through DG sets.
The Biomass based Cogeneration Project activity taken up by the Company at itsGorakhpur U.P. plant is successfully registered under Clean Development Mechanism (CDM)project by United Nations Framework Convention on Climate Change (UNFCCC) for ten yearfixed creditingperiod 16th December 2010 to 15th December 2020.Under the Clean Development Mechanism emission reduction (or emission removal) projectsin developing countries can earn certified emission reduction credits.
Your Company has received certification of Energy Management System (ISO 50001:2011)under integrated management system.
The information in accordance with the provisions of Section 134(3)(m) of the Act readwith the Rule 8 of the Companies (Accounts) Rules 2014 is given at "AnnexureB" to this report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is a way of conducting business by whichcorporate entities visibly contribute to the social good. The essence of CSR is tointegrate economic environmental and social objectives with the Company's operations andgrowth. CSR is the process by which an organization thinks about and evolves itsrelationships with society for the common good and demonstrates its commitment by givingback to the society for the resources it used to flourish by adoption of appropriatebusiness processes and strategies.
As the Company had incurred losses in terms of section 198 of the Act during the last 3financial years accordingly as per Section 135 of the Act the Company was not requiredto spend any amount towards CSR activities during the financial year 2018-19. Howeverkeeping in view its social responsibility commitments the Company has voluntarilycontributed to the CSR activities during the financial year ended 31st March2019 amounting to र 65.87 Lakhs. The CSR policy of the Company is available onthe website of the Company at http://www.indiaglycols.com/investors/downloads/csr-policy.pdf
The Company's CSR policy statement and the annual report on CSR activities undertakenduring the financial year ended 31st March 2019 in accordance with theprovisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is given at "Annexure C" to thisReport.
The CSR Committee comprises two Executive Directors namely Shri U.S. Bhartia (Chairman)and Shri M. K. Rao and two Non Executive Independent Director namely Shri Pradip KumarKhaitan and Shri Jitender Balakrishnan. The details of the CSR Committee meetings and theattendance of the members thereat are provided in the Corporate Governance Report andforms part of this Report.
RISK MANAGEMENT POLICY
The Company has constituted a Risk Management Committee to monitor the Risk ManagementPlan andto mitigate the risks attached to the business of the Company. The Risk ManagementCommittee consists of Directors and the senior management personnel of the Companydetails whereof are provided in the Corporate Governance Report and forms part of thisReport.
Your Company's objective of risk management is to have a meaningful identificationmeasurement prioritization of risks or exposures to potential losses on a continual basisthrough active participation of all members of the Company and accordingly establishcontrols and procedures to build a visible & structured enterprise-wide riskmanagement framework; reduce the risk levels and mitigate their effects in the likelihoodof a risk event with an aim to protect the Company from harm; and have a contingency planto manage risks having high probability and high impact.
Risk management framework is created to ensure that risk management principles areimplemented and integrated all over the organization and that information retrieved fromthe risk management process are correctly reported.
This framework provides a stable foundation for the risk management work orient theorganizational arrangements properly in order to have a clear risk strategy across theorganization & share information experiences amongst different sites of the Company.
Considering the importance of keeping the risk management process dynamic a periodicalreview of the risks is carried out across sites and departments for necessary key risksand risk management strategies are communicated to the Board of Directors for theirassessment for minimization of effects of risk. The details of the Risk Management meetingare provided in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 for the year ended 31stMarch 2019 is enclosed at "Annexure D" to this Report and is alsoavailable on the website of the Company https://www.indiaglycols.com/investors/downloads/AnnualReturnExtract19.pdf
During the year under review there were no significant material orders passed by theregulators or courts or tribunals impacting the going concern status of the Company andits future operations.
PARTICULARS OF EMPLOYEES
The required information as per Section 197 of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given at "AnnexureE" to this Report.
Your Directors expresses their gratitude for the continued assistance co-operation andencouragement received from Central Government the State Governments of Uttarakhand andUttar Pradesh other governmental authorities Banks customers lenders vendorsmembers other stakeholders and business associates during the year under review.
Your Director also wish to convey their appreciation to all the employees for theirsincere and dedicated services and unstinting efforts at all levels. The Company lookforward for their continued support in the future.
| ||For and on behalf of the Board |
|Place : Noida ||U.S. Bhartia |
|Dated : 21st May 2019 || |
Chairman and Managing Director
| ||DIN: 00063091 |