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India Glycols Ltd.

BSE: 500201 Sector: Industrials
NSE: INDIAGLYCO ISIN Code: INE560A01015
BSE 00:00 | 01 Dec 859.80 -1.40
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NSE 00:00 | 01 Dec 860.85 -1.35
(-0.16%)
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OPEN 866.60
PREVIOUS CLOSE 861.20
VOLUME 5333
52-Week high 1028.20
52-Week low 268.30
P/E 19.47
Mkt Cap.(Rs cr) 2,662
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 866.60
CLOSE 861.20
VOLUME 5333
52-Week high 1028.20
52-Week low 268.30
P/E 19.47
Mkt Cap.(Rs cr) 2,662
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

India Glycols Ltd. (INDIAGLYCO) - Director Report

Company director report

To The Members

Your Directors are pleased to present the 36th Annual Report on the businessand operations of the Company together with the Audited Financial Statements of yourCompany for the financial year ended 31st March 2020.

FINANCIAL RESULTS

Rs

(except earnings per share)
Particulars Year ended 31.03.2020 Year ended 31.03.2019
Gross Sales and other income* 5963 5133
Earnings before interest taxes depreciation and amortization 403 436
Profit/(loss) before depreciation and amortization exceptional item and tax 266 301
Depreciation and amortization 79 72
Profit /(loss) before tax 187 229
Provision for tax 59 81
Net profit/(loss) 128 148
Earnings per share (in Rs) 41.43 47.87
Dividend on Equity Shares 18.58 ** 18.58
Tax on dividend 3.82 3.82

*Includes State Excise Duty as applicable. ** Interim Dividend declared during FY 20.

DIVIDEND

During the year under review your Board of Directors vide resolution dated 3rdMarch 2020 declared an interim dividend of Rs 6/- (Rupees Six only) per equity share offace value of Rs 10/- each (i.e. 60%) to all those who were shareholders as on 12thMarch 2020 being the record date fixed for this purpose. The total outgo on account ofdividend was Rs 22.40 Crores including dividend tax. Due to prevailing economic conditionsin view of Covid-19 Pandemic your Board feels that preserving the cash flow and liquidityis foremost important therefore the Board has not recommended any final dividend andaccordingly the interim dividend of Rs 6/- (Rupees Six only) per equity share declared on3rd March 2020 shall be considered as the final dividend payout for theFinancial Year 2019-20. Hence the total dividend for the Financial Year 2019-20 remainsRs 6/-(Rupees Six only) per equity share of Rs10/- each.

PERFORMANCE REVIEW

Despite the challenging economic conditions during the Financial Year 2019-20 theCompany's overall performance remained good. During the FY 2019-20 on a standalone basisyour Company recorded total revenue of Rs 5963 Crores as compared to Rs 5133 Crores inFY 2018-19 an increase of about 16%. However inspite of increase in revenue the profitafter depreciation and tax for the FY 2019-20 was Rs128 Crores as compared to

Rs 148 Crores earned during the FY2018-19 a decrease of about 13% mainly due todecline in Bio MEG Prices globally.

The liquor business of the Company continued to perform well and supported the bottomline. The year gone by witnessed the prolonged US-China trade war continued low crudeprices and Covid-19 spread in China. All this led to low demand and prices of MEGinternationally and impacted the revenue and profits of the Chemical business marginally.The nutraceutical business registered a growth of over 10% in revenue over the previousyear and continued its trend of good profit margins. Towards the end of FY 2019-20 whenCovid-19 started showing its presence in India the Company converted the challenging timeinto a business opportunity by start producing Alcohol based Hand Sanitizer postobtaining all the requisite approvals a definitive booster to the revenue in the futuretime.

The Company steadily procured its green feedstock molasses throughout the year at goodprices to keep its inventory under control. Also the Company continued to import itsprincipal raw material-ethyl alcohol at an attractive price resulting savings in cost.

Under the current scenario the outlook remain positive in the near future. During theyear under review no amount was transferred to reserves.

Covid-19 Pandemic Impact

Due to nationwide lockdown declared by the Government during the last week of March2020 to combat Covid-19 Pandemic and in view of the advisories orders & directionsissued by Central/State/Local authorities operations of the Company's Plants weredisrupted for some time as all three Plants were shut down during the last week of March2020. The Company's Kashipur plant being a continuous process plant and Dehradun plantbeing Herbal and extraction (medicinal) plant resumed operations (in phased manner)shortly after shutdown post obtaining appropriate approvals from the governmentauthorities. The Gorakhpur plant also started operations in phased manner thereafter.Post resumption of operations the Company has taken all possible measures at itsmanufacturing facilities in pursuance to the directions issued by the Government andregulatory authorities in addition to voluntarily adoption of certain measures to avoidspread of Covid-19 Pandemic. The Company enabled Work from Home for its employees acrossall its office locations and has provided necessary infrastructure along with systems tothe employees so as they can perform their duties effectively. The offices are beingresumed as per the guidelines of the local administration maintaining all safe workpractices. The Company has taken initiatives towards financial and community support infight against Covid-19 which included contribution to the State Government's relief fundsdistribution of Handsanitizers etc. The Company has considered the possible effects thatmay result from the pandemic relating to Covid-19 on the carrying amounts of receivablesinventories property plant and equipment and intangible assets and it has also takeninto account the future cash flows. On the basis of evaluation and current indicators offuture economic conditions the Company expects to recover the carrying amounts of theseassets and does not anticipate any impairment to these financial and non-financial assets.However the impact assessment of Covid-19 is a continuing process given theuncertainties associated with its nature and duration. The Company will continue tomonitor any material changes to future economic conditions.

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 consecutively been conferred with theaward for ‘Efficiency in Energy Usage' in petrochemicals at the event FICCI-IndiaChemicals and Petrochemical Awards 2019 by FICCI.

CREDIT RATINGS

During the year under review India Ratings & Research (Ind-Ra) a credit ratingAgency affirmed the Company's

Long-term Issuer Rating as ‘IND A-' and Outlook is stable.

The instrument wise ratings are as follows:-

Instrument Type Rating/outlook Rating Action
Term Loan IND A- /Stable Affirmed
Proposed Term Provisional IND A-/ Assigned
Loan Stable
Fund-based Limit IND A- /Stable/IND Affirmed
A2+
Non Fund based IND A- /Stable/IND Assigned for Long
Limit A2+ Term; Affirmed for
Short Term

TRANSFER OF BUSINESS UNDERTAKINGS TO WHOLLY OWNED SUBSIDIARIES

In order to remain ahead of the competition in business and enhance shareholders valuein the Company the

Board of Directors of the Company at their meeting held on 24th June 2020has approved subject to the approval of shareholders and such other necessary statutoryand regulatory approvals to transfer assign restructure or convey the whole orsubstantially the whole of the business undertakings comprising of Company's BioEO(Speciality Chemicals) Business and Ennature Bio-pharma (Nutraceuticals) Business by wayof slump sale as a ‘going concern' or otherwise to two separate wholly ownedsubsidiaries of the Company (to be incorporated). The requisite resolutions are beingplaced for the member's approvals in the ensuing Annual General Meeting.

CHEMICALS

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 prolonged US-China trade war andlow crude oil prices. The Bio-MEG sales grew in Far East markets but experienced aslowdown in US/European markets. Sales of Glycol Ethers showed a dip due to low petrobased EO prices which led to decline in EOD prices in SE Asia and China. Sales of Glycols[Monoethylene Glycol (MEG) Diethylene Glycol (DEG) Triethylene Glycol (TEG) HeavyGlycols and Glycols Ether] have decreased from 153004 MT during the FY 2018-19 to104779 MT in FY 2019-20 and whereas the sales value was at Rs 1448 Crores and Rs 1114Crores respectively.

Sales under Ethylene Oxide Derivatives (EODs / Speciality Chemicals & Ethoxylate)business increased to 74037 MT in FY 2019-20 from 69363 MT during previous year and thesales value was Rs 752 Crores and

Rs 735 Crores respectively.

During the year your Company produced 103558 MT of Glycols compared to 153805 MTlast year. Ethylene Oxide Derivatives (EODs) production has been 75883 MT compared to71217 MT last year.

EXPORTS

Due to challenging global scenario in chemical trade the export sales value remainedat Rs 747 Crores during the year under review as compared to Rs 858 Crores during previousyear.

The Company continues to hold the ‘Three Star Export House' status as granted byGovernment of India.

ETHYL ALCOHOL (POTABLE) & EXTRA NEUTRAL ALCOHOL

During the year your Company registered gross sales value of Rs 3014 Crores ascompared to Rs 2125 Crores last year in the Ethyl Alcohol (Potable) division. Due topersistent efforts for export of high quality Extra Neutral Alcohol (ENA) the Companycontinues to enjoy the position of premium quality ENA supplier in the internationalmarkets. Also the existing tie-up with Bacardi for bottling of their products at theKashipur bottling unit continues to grow in strength. Your Company is having license foroperations and sale of Country Liquor in the States of Uttar Pradesh and

Uttarakhand. The Company also operates and sells Indian

Made Foreign Liquor ("IMFL") from its Kashipur Unit and few tie-up units.Further during the year under review the Company launched IMFL brands namely ‘IGLBunty Vodka Green Apple' and ‘IGL Salute Premium Whisky‘ in Tetra Pack (180 ML)a Premium Vodka and Whisky in semi-premium segment in the State of Uttar Pradesh inaddition to other existing brands which are available in States of Uttarakhand UttarPradesh Delhi and Himachal Pradesh. Also in FY 21 the Company plans to produce

IMFL brands from its Gorakhpur Unit.

The Company being a registered supplier to Indian Defense forces through CSD under thebrand premiumisation plan will endeavor to introduce premium brands V2O Vodka andSoulmate Blu Whisky in addition to already introduced premium Rum under the brand name‘Beach House XXX Premium Rum.

POWER ALCOHOL

In our continued thrust towards manufacturing sustainable/ renewable components theCompany had setup Power Alcohol plants at Kashipur and Gorakhpur units each with acapacity of 100 KL per day. During the year under review consequent to receipt ofnecessary approvals production and supplies of Power Alcohol to Oil Manufacturingcompanies ("OMC's") for blending in Petrol as per Govt.

Policy were also started by the Company from its Gorakhpur Unit. Your Company'sKashipur Unit has already producing and supplying the same for some time now. During theyear under review the Company registered a revenue of Rs143 Crores from sale of PowerAlcohol.

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. Additionally the Company has alsoapplied for EUGMP certification from the European agency-EDQM which will help Company infurther penetrating the regulated market of several European countries.

The unit has an advanced production facility including organic certified supercritical Fluid extraction & ethanol (Solvent) 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 productsparticularly in nicotine.

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 newAPIs which will be launched in the coming years. One such new API is Hyoscine butylbromide processed from dubosia leaves used to treat crampy abdominal pain esophagealspasms renal colic and bladder spasms. The division has achieved sales of Rs 178 Croresfor FY 2019-20 as compared to Rs 160 Crores over previous year. Some of the productsdeveloped successfully in the recent past include Liquid Nicotine & various salts forthe cigarette replacement therapy. Additionally the Company has developed another goodmolecule Asiaticoside/ Madecassosides apart from existing Centella Asiatica for skinrepair and poised to do well. The Company has also launched maxicuma (a curcuminformulation) in nanotized form which is more bioavailable than curcumin itself proven inthe preclinical trials on animal models. The Company is growth & result oriented withan objective & concern for environment transforming lives through green technologyfor isolation & purification of phytochemicals. This segment is expected to furtherimprove the profitability in near future on account of improved efficiency in many areasand expanding market share and size.

INDUSTRIAL GASES

During the year under review the Company from its Air separation unit produced 18098MT of Liquid Oxygen and 1171 MT of Liquid Nitrogen. Both Liquid Oxygen and LiquidNitrogen were sold in the market and also used for in house requirements. In additionArgon of 2441 MT was also produced and its sales were 2451 MT.

Industrial Gas Division also produced Beverage and

Industrial Grade Liquid Carbon Di-oxide (LCO2) at

Kashipur. During the year your Company has produced

35907 MT of LCO2 and its sale was 33678 MT.

Your Company also produced ETO (Ethylene Oxide

& Carbon Dioxide Gas Mixtures) under the trade name

IGL-STERI GAS at its Kashipur Plant. It is suitable for sterilization of DisposableSurgical & Medical Devices spices and packing substances like rubber plastic etc.The Company has in house facility for production of EO and LCO2 which are also used inproduction of ETO and as such it is the only plant in India to have such manufacturingfacility which gives us a distinct edge over other suppliers in the market. During theyear under review the Company has sold 1132 MT of Steri Gas as compared to 1062 MT inthe last year.

Further the Industrial Gases segment registered total sales of all gases of Rs 40Crores during FY 2019-20 against a sale of Rs 40 Crores during the last year.

BIOMASS

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 plantperformance and finally validated this technology for feed stocks like Bagasse Rice Straw& Wheat Straw & cotton stalk. The Company has also generated detailed performancedata sufficient to transform into full scale commercial plant. Altogether this plant iscapable of building a sugar platform which can further be transformed into various valueadded sugar based chemicals through biotech (green) route other than Alcohol. DuringNovember 2019 your Company successfully demonstrated trials on Rice Straw and CottonStalk

(procured from Punjab region) to HPCL and their various allied agencies. ConsequentlyIGL became globally the first ever Company who demonstrated this technology on CottonStalk.

FUTURE OUTLOOK OR EXPANSION / MODERNISATION / DIVERSIFICATION PLANS

In your Company continuously thrusts towards manufacturing sustainable/renewablecomponents the focus during the year under review remained on New

Product Development ("NPD") through collaborative

R&D in association with multi-national companies as per requirements of customersof global leadership. The notable areas in which your R&D worked during this periodinvolves: a) designing products with novel and new chemistries for Oil Field Applications.This product will have uses across the world and for a unique purpose i.e. enhanced oilrecovery b) new product with innovation in terms of improved performance but with a lowcost for applications such as cleaning: industrial and institutional c) NPD using greenapproaches finding alternatives to conventional hydrophobes.

Your Company already has a well established position in the domestic specialtyexthoxylates market segment and now is using its wide experience in this segment in thedomestic market to give thrust to exports of similar products in the international market.The Company has leveraged its competitive advantage as one of the very few companiesworldwide in the space of bio-based ethoxylates/ surfactants. Also with an eye on theenvironment conscious green chemicals global market for the past few years your Companyhas been focusing on exports as one of its key segments for future growth. The Company haspositioned itself as a ‘Green Chemicals' Company in the international market and istoday a well-known supplier of Bio-Glycols and Bio-Ethoxylates. This is being done as aplanned strategy to cater to the global niche green market of multinationals & largecorporates who have a special concern for the environment and have their internal CSRobjectives of moving towards green products. The Company has been able to find astronghold in the Bio-MEG/Bio-PET segment where its products are being used by largecorporates worldwide.

During the last quarter of FY 20 several new products were designed and introduced asper the sudden needs due to Covid-19 Pandemic. A whole range of Santol Products arefinding favours with the users which is a great achievement in shortest possible time toreport about. All these developments will lead to a sustained growth with NPD in focus.Your Company launched alcohol-based hand sanitizer under the brand names of IGSURF 5070 USand HandSantolTM which are ‘Green' products meeting the higheststandards of quality and safety while conforming to the WHO guidelines.

The Company has leveraged its competitive advantage as one of the very few companiesworldwide in the space of bio-based ethoxylates/ surfactants and the focus for the futurewould continue in the area of marketing Bio-MEG Bio-Ethoxylates and performance chemicalssuch as specialty surfactants and specialty chemicals to niche markets for achievingbetter contribution with a special focus on North American European and FarEast(Japanese/Korean) markets.

This will surely further add to the diversified portfolio of the Company and will givea competitive edge.

FINANCE

During the year under review your Company has raised term loan amounting to Rs 86.56Crores. The Company renewed the EPBG advance for USD 59.12 million (Rs 376.73 Crores)after meeting repayment obligations for FY 2019-20. The Company repaid an amount of USD9.36 million (Rs 59.08 Crores) to the customers against the commitments reducing the totalliability to USD 59.12 million (Rs 376.73 Crores) as on 31st March 2020.Further the Company has re-paid upon maturity term loan of

Rs 115.39 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 2020. During the year under review no unclaimed deposit wasrequired to be 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 (including ofsubsidiaries) 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 ofinternal financial controls which includes the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial 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

Company are 500201 and INDIAGLYCO. The annual listing fees for the year 2020-21 havebeen paid in advance to the Stock Exchanges.

SUBSIDIARY COMPANIES AND JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2019 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 crushing capacity of 5500tons crushed per day (TCD) along with a modern distillery of 65 KL per day (KLPD)producing high quality rectified spirit and an internal bagasse fired co-generation plantof 11 MW catering to the captive power needs of the sugar and distillery units.

With the abolition of BIFR SSAIL continues to evaluate and explore options inconsultation with expert(s) and stakeholders for restructuring/revival/disinvestment.

SSAIL has already paid all the installments of One Time

Settlement sanctioned by the Central Bank of India on due dates. Further during theyear no operations at the sugar manufacturing plant were carried out. During the yearended 31st March 2020 SSAIL has incurred a loss of Rs 1653.28 Lakhs.

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 March2020

IGLFL has incurred a loss of Rs 0.56 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 March2020 IGL Chem International Pte. Ltd. incurred a loss of Rs 15.50 Lakhs.

IGL Chem International USA LLC

Your Company has also set up a 100% subsidiary

Company in USA named as IGL Chem International USALLC with the main objective ofmarketing of the

Company's products and related activities in the American and Latin American regions.During the year ended 31st March 2020 IGL Chem International USA LLC has earned profitsof Rs 285.04 Lakhs.

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 servesas a multi-modal logistic facility for both EXIM and domestic cargo handling.

As on 31st March 2020 your Company along with its affiliates hold 48.92%of the share Capital (42.31% by the

Company and 6.61% by the affiliates) of KIFTPL while 51% of the share capital is heldby ALS. ALS is engaged in the business of providing complete and comprehensive servicesrelating to container freight station transportation of containers cargo handling andhas the requisite technical expertise to operate and manage inland container depot.

During the year under review KIFTPL has registered sales turnover of Rs 1740 Lakhs ascompared to Rs 1921 Lakhs in previous year a decline of about 9%. The reduction in salesrevenue was mainly on account of reduction of transport revenue due to withdrawal of fleeton non-profitable areas. As a result the amount of Transport expense has dropped morethan the drop in revenue which helped KIFTPL to lower its losses. This JV company expectsto improve its performance in the future time. During the year ended 31stMarch 2020 KIFTPL has suffered a loss of Rs 97.23 Lakhs.

The consolidated financial statements of the Company and its subsidiaries jointventure for the FY 2019-20 prepared in accordance with the applicable provisions of theAct

SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 ("SEBIListing Regulations") and applicable accounting standards notified by Ministry of

Corporate Affairs ("MCA") Govt. of India forms part of the Annual Report.Pursuant to the provisions of Section 136 of the Act financial statements of thesubsidiary companies are not required to be sent to the members of the Company. TheCompany will provide a copy of separate annual accounts in respect of each of itssubsidiary/associate to any member of the Company if so desired and said annual accountswill also be kept open for inspection at the registered office of the Company. Furtherthe audited annual accounts of the subsidiary companies are also available on the websiteof 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 on the recommendation of Nomination and RemunerationCommittee("NRC") the Board of Directors appointed Shri Sudhir Agarwal (DIN:08602216) as an Additional Director and Executive Director and Key Managerial Personnel inthe category of Whole time Director of the Company for a period of three (3) consecutiveyears w.e.f. 1st December 2019 till 30th November 2022 and Smt.Shukla Wassan (DIN: 02770898) as an Additional Director in the category of IndependentDirector for a period of five (5) consecutive years from 1st April 2020 till31st March 2025. Further subsequent to the year ended 31st March2020 on the recommendation of NRC the Board of Directors appointed Ms. Pragya BhartiaBarwale (DIN: 02109262) as an Additional Director and Executive Director and KeyManagerial Personnel in the category of Whole time Director of the Company for a period ofFive (5) consecutive years w.e.f. 24th June 2020 till 23rd June2025. All the above three (3) appointments are subject to the approval of the members ofthe Company at the ensuing Annual General Meeting ("AGM") and they hold theoffice upto the date of ensuing AGM. The requisite notice(s) in pursuance to theprovisions of Section 160(1) of the Act have been received by the Company. The Board ofDirectors recommends all these appointments for the members approval in the ensuing AGM asper the notice convening AGM.

Further Shri U.S. Bhartia (DIN: 00063091) Director of the Company is retiring byrotation at the ensuing AGM and being eligible offers himself for re-appointment. YourDirectors also recommends the re-appointment of Shri U. S. Bhartia the retiring Directorfor your approval.

The Company has received requisite declarations as required under Section 152(4) of theAct from all the Directors being appointed/re-appointed along with the intimation thatthey are not disqualified under Section 164 of the Act to act as Directors. Also theconsent to act as an Independent Director from Smt. Shukla Wassan has been received.

Brief resume of the Director retire by rotation/seeking appointment along with theother details as stipulated under Regulation 26 and 36 of SEBI Listing Regulations andSecretarial Standard on General Meetings (SS-2) are provided in the Notice convening AGM.Further during the year under review Shri Ashwini Kumar Sharma Nominee Director ofState Bank of

India (SBI) Lead Lender of the Company ceased to be the Director of the Companyw.e.f. 31st August 2019 (close of business hours) upon completion of his term.Thereafter the competent authority of SBI also approved discontinuation of SBI's NomineeDirector on Company's Board of Directors. The Board of Directors at their meeting held on11th November 2019 also accepted the request of Shri M.K. Rao ExecutiveDirector for an early retirement from the services of the Company. Accordingly Shri Raoalso ceased to be Director and Executive Director and Key Managerial Personnel of theCompany w.e.f. 30th November 2019 (close of business hours). Your Board ofDirectors places on record its deep appreciation for their contribution and guidanceduring their tenure.

Further subsequent to the closure of FY 20 Shri Rakesh Bhartia tendered hisresignation and accordingly ceased to be the Chief Executive Officer and Key ManagerialPersonnel of the Company w.e.f. 16th June 2020 (close of business hours). TheBoard also places on record its deep appreciation for the valuable services rendered byhim during his tenure.

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 theyfulfill the criteria of Independence and conditions as prescribed under Section 149(6) ofthe Act and

Regulation 16(I)(b) of SEBI Listing Regulations and confirmed regarding theirenrollment with the Indian Institute of Corporate Affairs (IICA) for inclusion of theirname in the Data Bank of Independent Directors. There was no change in the circumstanceseffecting their status as Independent Director. In terms of Regulation 25(8) of

SEBI Listing Regulations the Independent Directors have confirmed that they are notaware of any circumstance or situation which exists or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties. The Board is of theopinion that all Independent Directors are independent of the Company's management andmeets the requirement of integrity expertise and experience (including proficiency).During the Financial Year 2019-20 Four (4) Board Meetings were held. The details of theBoard meetings and the attendance of the Directors thereat are provided in the CorporateGovernance Report and forms part of this Report

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and

SEBI Listing Regulations the Board has carried out the annual performance evaluationof its own performance the Directors individually as well as the evaluation ofCommittees. The evaluation was carried out based on parameters such as level of engagementand contribution independence of judgement safeguarding the interest of the Company andall stakeholders etc.

The performance evaluation of the Independent Directors was done by the entire Boardexcluding the Directors being evaluated in pursuance to the applicable provisions of SEBIlisting Regulations. The performance evaluation of the Chairman Board as a whole and theNon-Independent Directors was carried out by the Independent Directors. The Board ofDirectors 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 2020.

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.

The said policy is available on the website of the Company i.e. www.indiaglycols.comunder link:http://www.indiaglycols.com/investors/downloads/policy-for-prevention-and-redressal-of-sexual-harrasment-of-women-at-workplace.pdfIn compliance to the circular issued by District Magistrate Gautam Buddh Nagar UttarPradesh in respect of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company registered itself at the designated website i.e.https://www. shorapp.in.

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 Policy to deal with theinstances 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 2020 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 Sudhir Agarwal. The details of the Audit Committee meetings and the attendance of themembers thereat are provided in the Corporate Governance Report and forms part of this

Report. During the year all the recommendations made by Audit Committee were acceptedby the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Act to the best of their knowledge andability your Directors confirm that: (a) in the preparation of the annual accounts forthe year ended 31st March 2020 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; (b) they haveselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2020 and the profit and loss of theCompany for that period; (c) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) they have prepared the annual accounts on agoing concern basis; (e) they have laid down the internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and (f) they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under SEBI ListingRegulations forms part of this

Report.

CORPORATE GOVERNANCE

The Corporate Governance Report as stipulated under

Schedule V(C) of SEBI Listing Regulations 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.

BUSINESS RESPONSIBILITY REPORT

In view of the amendment in Regulation 34 of SEBI Listing

Regulations during the financial year 2019-20 top 1000 listed entities (based onmarket capitalization at BSE

Limited and National Stock Exchange of India Limited) are required to include BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective as a part of its Annual Report.

The Company being one of the top 1000 listed entities has prepared this report based onthe Business Responsibility

Reporting (BRR) requirement of the SEBI Listing

Regulations and the National Guidelines on Responsible Business Conduct (‘NGRBC')issued by the Ministry of Corporate Affairs Government of India which forms part of theAnnual Report for the FY 20.

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 (Registration

No. 304153E)["KNG"] were appointed as the Statutory

Auditors of the Company with the approval of members at the 33rd AGM held on1st September 2017 for a period of 5 years to hold office till the conclusionof 38th AGM subject to ratification of the appointment at every AGM ifrequired.

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 38thAGM to be held in the year 2022. Hence approval of the Members for the ratification ofAuditor's appointment is not being sought at the 36th AGM. The Company hasreceived the consent letter and a certificate under Section 139 of the Act from KNG to theeffect that continuation of their appointment shall be in accordance with the applicableprovisions of the Act and the Rules made thereunder.

Audit Report

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 2019-20 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 intheir Report on standalone and consolidated financial statements for FY 2019-20.

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 2019-20 in terms of provisions of Section 204 of theAct. The Secretarial Audit Report for the financial year ended 31st March 2020was considered by the Board in its meeting held on 24th June 2020 and isenclosed as "Annexure A" to this report. The Secretarial Audit Reportdoes 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 2020-21 under section 148 of the Actread with the Companies (Cost Records and Audit) Rules 2014 including amendments if any.The Cost Auditors have confirmed that they are eligible under Section 141 (3) of the Actfor re-appointment.

The Cost Auditor's Report for the year 2018-19 was filed with Central Government withinthe prescribed time.

RELATED PARTY TRANSACTIONS

During the FY 2019-20 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

Pursuant to Regulation 23(9) of SEBI Listing Regulations disclosures of related partytransactions on a consolidated basis for the half year ended 31st March 2019and 30th September 2019 were submitted to the Stock Exchanges and also hostedon the website of the Company.

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 there underand thus disclosure in Form AOC-2 is not required to be made by the Company. Thedisclosures pertaining to RPTs including with entity belonging to the promoter group whichhold(s) 10% or more shareholding in compliance with the applicable Accounting Standardshave been given in Note no. 54 of the Standalone financial statements forming part of theAnnual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company works actively on various projects efficiently approaching and targetingtowards Clean Development Mechanism (CDM) and reduction in Green House Gases (GHG)emissions. The Company has installed unique technology for converting distillery spentwash into fuel at both the plants viz. Kashipur and Gorakhpur. Through this technologythe spent wash is concentrated through five effect evaporator. The concentrate is utilizedas fuel to substitute coal in a specifically designed boiler. The high pressure steam sogenerated is passed through the turbine for power generation and low pressure steam afterturbine is utilized in the plant for operation. Due to this your Company is saving fossilfuel in terms of coal and substituting the essential power generation through DG sets. TheBiomass based Cogeneration Project activity taken up by the Company at its Gorakhpur U.P.plant is successfully registered under Clean Development Mechanism (CDM) project by UnitedNations Framework Convention on Climate Change (UNFCCC) for ten year fixed creditingperiod 16th December 2010 to 15th December 2020. Under the CleanDevelopment Mechanism emission reduction (or emission removal) projects in developingcountries can earn certified emission reduction credits. Your Company has receivedcertification of Energy Management System (ISO 50001:2011) under integrated managementsystem.

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. The Company had an average profit of Rs 531.85 lakhs interms of Section 198 of the Act during the last 3 financial years. Therefore in pursuanceto the provisions of Section 135 of the Act the Company was required to spend Rs 10.64lakhs towards CSR activities during the financial year 2019-20. However keeping in viewits social responsibility commitments the Company has voluntarily contributed an amountof Rs 34.81 lakhs on the CSR activities during the financial year ended 31stMarch 2020. The CSR policy of the Company is available on the website of the Company athttp://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 2020 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 Sudhir Agarwal and two Non-Executive Independent Director namely ShriPradip Kumar Khaitan and Shri Jitender Balakrishnan.

The details of the CSR Committee meetings and the attendance of the members thereat areprovided in the Corporate Governance Report and forms part of this Report

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee to monitor the Risk ManagementPlan and to mitigate the risks attached to the business of the Company. The RiskManagement Committee consists of Directors and the senior management personnel of theCompany details whereof are provided in the Corporate Governance Report and forms part ofthis Report. Your Company's objective of risk management is to have a meaningfulidentification measurement prioritization of risks or exposures to potential losses on acontinual basis through active participation of all members of the Company and accordinglyestablish controls 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 iscreated to ensure that risk management principles are implemented and integrated all overthe organization and that information retrieved from the risk management process arecorrectly reported. This framework provides a stable foundation for the risk managementwork orient the organizational arrangements properly in order to have a clear riskstrategy across the organization & share information experiences amongst differentsites of the Company. Considering the importance of keeping the risk management processdynamic a periodical review of the risks is carried out across sites and departments fornecessary key risks and risk management strategies are communicated to the Board ofDirectors for their assessment for minimization of effects of risk. The details of theRisk Management meeting are 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 2020 is enclosed at "Annexure D" to this Report and is alsoavailable on the website of the Company https://www.indiaglycols.com/investors/downloads/Annual-ReturnExtract20.pdf

COURT/TRIBUNAL ORDERS

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.

ACKNOWLEDGEMENT

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 Bankers customers lenders vendorsdealers members 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 : 24th June 2020 Chairman and Managing Director
DIN: 00063091

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