To the Members of Gulshan Polyols Limited
Your Board of Directors takes pleasure in presenting the 23rd (Twenty Third)
Annual Report on the business and operations of the Company together with the Standalone
and Consolidated Audited Financial Statements for the financial year ended March 31, 2023.
I. FINANCIAL AND OPERATIONAL PERFORMANCE
1. FINANCIAL RESULTS STANDALONE & CONSOLIDATED
The standalone and consolidated financial highlights of your Company are as follows:
(Rs. in Lakhs, except earnings per share)
|
Standalone |
Consolidated |
Particulars |
Financial Year Ended |
Financial Year Ended |
|
31.03.2023 |
31.03.2022 |
31.03.2023* |
31.03.2022 |
REVENUE |
|
|
|
|
Revenue from Operations |
1,17,972.97 |
1,10,072.64 |
1,17,972.97 |
1,10,072.64 |
Other Income |
706.48 |
204.75 |
706.48 |
204.75 |
TOTAL INCOME (I) |
1,18,679.45 |
1,10,277.39 |
1,18,679.45 |
1,10,277.39 |
TOTAL EXPENSE OTHER THAN INTEREST AND |
1,09,155.13 |
95,060.87 |
1,09,173.13 |
95,060.87 |
DEPRECIATION (II) |
|
|
|
|
Earnings before Interest, Tax , and Depreciation |
9,524.32 |
15,216.52 |
9,506.32 |
15,216.52 |
(EBITDA) (I II) |
|
|
|
|
Less: Finance Cost (Interest) |
612.73 |
495.97 |
612.73 |
495.97 |
Depreciation |
2,873.49 |
3,240.90 |
2,873.49 |
3,240.90 |
PROFIT BEFORE TAX (PBT) BEFORE SHARE IN NET |
6,038.10 |
11,479.65 |
6,020.10 |
11,479.65 |
PROFIT/(LOSS) OF ASSOCIATES |
|
|
|
|
Share in net profit/(loss) of associates |
- |
- |
- |
- |
PROFIT BEFORE TAX (PBT) (III) |
6,038.10 |
11,479.65 |
6,020.10 |
11,479.65 |
Less - Current Tax |
1,450.51 |
3,079.67 |
1,450.51 |
3,079.67 |
- Deferred Tax |
51.41 |
-124.91 |
51.41 |
-124.91 |
TOTAL TAX EXPENSES |
1,501.92 |
2,954.76 |
1,501.92 |
2,954.76 |
PROFIT AFTER TAX (PAT) (IV) |
4,536.18 |
8,524.89 |
4,518.18 |
8,524.89 |
OTHER COMPREHENSIVE (INCOME)/LOSS(V) |
48.02 |
-5.83 |
48.85 |
-5.83 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VI) |
4,488.16 |
8,530.72 |
4,469.33 |
8,530.72 |
(IV - V) |
|
|
|
|
RETAINED EARNINGS-OPENING BALANCE |
39,238.10 |
31,964.29 |
39,238.10 |
31,964.29 |
Profit for the year |
4,536.18 |
8,524.89 |
4,518.18 |
8,524.89 |
Dividend (including Dividend Distribution Tax) (Interim and/or Final) |
-519.75 |
274.08 - |
-519.75 |
-274.08 |
Transfer to Capital Redemption Reserve |
- |
975.00 - |
- |
-975.00 |
Transfer to General Reserve |
- |
-2.00 |
- |
- 2.00 |
Transfer to retained earning on disposal of equity instruments valued
thorugh OCI |
-14.37 |
- |
-14.37 |
|
RETAINED EARNINGS-CLOSING BALANCE |
43,240.16 |
39,238.10 |
43,222.15 |
39,238.10 |
Earnings per Share on Net Profit after tax (face value Rs. 1/-
each)(In Rupees) |
|
|
|
|
Basic (Rs.) |
8.73 |
16.40 |
8.69 |
16.40 |
Diluted (Rs.) |
8.73 |
16.40 |
8.69 |
16.40 |
*The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab
Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS)
on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten
Only) per share. Therefore consolidated figures mentioned above for the year ended
31.03.2022 represents standalone figures.
2. STATE OF COMPANY'S AFFAIRS
Gulshan Polyols Limited (GPL' or the Company') is a multi-location
and multi-product manufacturing company with global presence in 42 countries across 3
continents. GPL is a diversified Company engaged in manufacturing/ trading of Sorbitol,
Fructose & Sweetener, Ethanol (Bio-fuel)/ Distillery, Calcium Carbonate, Starch &
Derivatives, by products thereof and Onsite PCC Plants. GPL is an industrial house, older,
more than four decades, operating from multiple facilities set up across India. GPL caters
to wide range of industry & niche markets in core sector encompassing pharmaceuticals,
personal care products, footwear, tyres, rubber & plastics, paints, alcohol, value
added paper, agrochemicals, food and agro products, etc. GPL is engaged in manufacturing
of chemicals from grain and minerals. From toothpaste to alcohol, from sweeteners to
paints, from paper to medicines, from plastics to personal care items, GPL is touching and
an integral part of everyone's everyday life, across the world. We seek to develop and
justify the reason of our existence through value creation in management and processes.
Our approach to manage the Company stands on the core values of Respect, Trust,
Ownership and Integrated Teamwork. We are working to strengthen our moves to achieve goals
with the principles of being decisive, innovative, inspiring, empowering, dynamic and
process driven to take our integrated approach forward. This is a fitting approach for an
organization such as ours, where we interact and have intense relationships with a broad
and diverse set of stakeholders.
2.1 STANDALONE FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS
During the financial year ended March 31, 2023, Company has achieved Revenue from
Operations of Rs. 1,17,972.97 Lakhs (Previous Year: Rs. 1,10,072.64 Lakhs). The EBIDTA for
the year stood at Rs. 9524.32 Lakhs against Rs.15,216.52 Lakhs reported in the previous
year. The Net Profit for the year stood at at Rs. 4,536.18 Lakhs (Previous year Rs.
8,524.89 Lakhs).
The company has three manufacturing segments viz Mineral Processing, Grain Processing
and Ethanol (Bio-Fuel)/Distillery. The products processed under these segments, are having
end use in multiple industries.
Business Operations-Segment wise for the year ended March 31, 2023
(Rs. in Lakhs)
Segments |
Revenue for the year ended 31st March |
Profits before Interest and Tax for the year |
|
|
|
|
|
ended 31st March |
|
|
|
Standalone |
Consolidated* |
Standalone |
Consolidated* |
|
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
Mineral Processing |
11,581.20 |
9,409.63 |
11,581.20 |
9,409.63 |
2,940.26 |
1,278.56 |
2,940.27 |
1,278.56 |
Grain Processing |
87,481.73 |
80,915.33 |
87,481.73 |
80,915.33 |
3,327.90 |
8,140.83 |
3,327.90 |
8,140.83 |
Ethanol (Bio-Fuel)/ Distillery |
18,910.04 |
19,729.30 |
18,910.04 |
19,729.30 |
(29.40) |
2,453.27 |
(29.40) |
2,453.27 |
Unallocated |
- |
18.38 |
- |
18.38 |
412.07 |
102.96 |
394.08 |
102.96 |
Total |
1,17,972.97 |
1,10,072.64 |
1,17,972.97 |
1,10,072.64 |
6,650.83 |
11,975.62 |
6,632.85 |
11,975.62 |
* The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab
Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS)
on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten
Only) per share. Therefore consolidated figures mentioned above for the year ended
31.03.2022 represents standalone figures.
As at March 31, 2023, our earnings per share is Rs. 8.73 as compared to Rs.16.40 in the
previous year. As far as liquidity is concerned, we are adequately funded to navigate
through these challenging times and we do not foresee any major impact on our operations
except disruptions in supply chain and increase in raw material prices which may impact on
profit margins amid global tensions and fast inflation. We remain motivated and committed
to consistently create value for our stakeholders while maintaining our strong leadership
position in key business segments. A detailed analysis of the overall performance is given
in the Management Discussion and Analysis Report, forming part of this Report.
2.2 CONSOLIDATED FINANCIAL STATEMENTS
In accordance with provisions of the Companies Act, 2013 (the Act'), SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations') and Indian Accounting Standards (Ind AS)-110 on Consolidated Financial
Statements (CFS), the Audited Consolidated Financial Statements for the year ended March
31, 2023 are provided in this annual report.
Further, in accordance with Section 136 of the Act, the audited financial statements,
including the CFS and related information of the Company and the separate financial
statements of the subsidiary company, are available on the Company's website at web link
https://www.gulshanindia.com/annual-report.html.Any Member desirous of inspecting or
obtaining copies of the said CFS may write at investorsrelation@gulshanindia.com.
3. TRANSFER TO GENERAL RESERVE
During the year under review, no amount has been transferred to General Reserve of the
Company.
4. DIVIDEND
According to Regulation 43A of the Listing Regulations, the Board has adopted a
Dividend Distribution Policy, which had been placed on the website of the Company and can
be accessed at the web link: https://www.gulshanindia.com/pdf/policy/Dividend%20
Distribution%20Policy.pdf.
During the year under review, the Board of Directors of your Company has paid the Final
dividend, declared for FY 2021-22 at the rate of 100% on 5,19,75,489 equity shares of face
value Rs. 1/- each amounting to Rs. 1/- per share at 22 nd AGM.The Board of Directors of
your Company after considering holistically, the relevant circumstances and keeping in
view the Company's dividend distribution policy, has decided, not to recommend any Interim
Dividend during the year under review.
The Board of Directors has further recommended the Final Dividend at the rate of 50% on
5,19,75,489/- equity shares of face value of Rs. 1 each amounting to Rs. 0.50/- per equity
share in their meeting dated May 12, 2023 subject to the approval of the shareholders in
the 23rd Annual General Meeting (AGM) of the Company as stipulated in the Notice of 23rd
AGM.
The Board recommended dividend based on the parameters laid down in the Dividend
Distribution Policy.
5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
During the Financial Year 2022-23 and in pursuance to the provisions of Section 124(5)
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, the Company has transferred the unclaimed dividend pertaining to
Financial Year 2014-15 (Interim) amounting to Rs. 4,91,589/- (Rupees Four Lakh Ninety One
Thousand Five Hundred and Eighty Nine Only) , 2014-15 (Final) amounting to Rs.
4,42,039.50/- (Rupees Four Lakh Forty Two Thousand Thirty Nine and Fifty Paisa Only) and
2015-16 (Interim) amounting to Rs. 4,33,294.75/- (Rupees Four Lakh Thirty Three Thousand
Two Hundred Ninety Four and Seventy Five Paisa Only) to the Investors Education and
Protection Fund ("IEPF") Account established by the Central Government.
The details of dividend amount transferred to IEPF are available on the Company's website
at web link https://www.gulshanindia.com/unpaid-dividend-transferred-to-iepf.html.
Further, pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which
dividend remains unclaimed for seven consecutive years or more shall be transferred to
IEPF account after giving due notices to the concerned shareholders. Accordingly, the
Company has periodically transferred 80,086 (Eighty Thousand and Eighty Six) equity shares
to the IEPF account during the financial year 2022-23. The details of equity shares
transferred are also available on the Company's website at web link
https://www.gulshanindia.com/transferred-iepf.html.
The Nodal officer of the Company is Ms. Asha Mittal. The details of the nodal
officer are also available on the Company's website at web link
https://www.gulshanindia.com/iepf.html.
6. CAPITAL STRUCTURE & STOCK OPTIONS
Authorised Share Capital
The Authorised Share Capital of the Company as at March 31, 2023 is Rs. 42,81,00,000/-
(Rupees Forty Two Crore and Eighty One Lakh only) divided into 28,06,00,000 (Twenty Eight
Crores and Six Lakhs) Equity Shares of Rs. 1/- (Rupees One only) each; 2,50,000 (Two Lakhs
and Fifty Thousand) 0% (Zero Percent) Redeemable Preference Shares of Rs. 10/- (Rupees Ten
only) each and 14,50,000 (Fourteen Lakhs and Fifty Thousand) 0%-10% (Zero Percent to Ten
Percent) Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each.
Paid-up Share Capital
As on March 31, 2023, the paid-up equity share capital stands at Rs. 5,19,75,489
(Rupees Five Crore Nineteen Lakh Seventy Five Thousand Four Hundred and Eighty Nine only)
consisting of 5,19,75,489 (Five Crores Nineteen Lakhs Seventy Five Thousand Four Hundred
and Eighty Nine) equity shares of Rs. 1/- (Rupee One only) each.
During the year under review, the Board of Directors of the Company at their meeting
held on April 18, 2022 had approved the allotment of 2,99,82,536 (Two Crore Ninety Nine
Lakh Eighty Two Thousand Five Hundred and Thirty Six) Equity Shares to the shareholders of
Transferor Companies as on record date, April 14, 2022, fixed for the purpose, in the
ratio of 39,848 Equity Shares of Rs. 1/- each fully paid up of the Company for every 1
(one) Equity Share of Rs. 1000/- each fully paid up of Transferor Company No. 1 and 181
Equity Shares of Rs.1/- each fully paid up of the Company for every 1 (one) Equity Share
of Rs.10/- each fully paid up of the Transferor Company No. 2 and out of which 27,340,067
equity shares at Rs. 1 were cancelled & extinguished with respect to investments made
by transferor companies in the Transferee Company. Consequently, there was a net increase
in the Equity Share Capital by 26,42,469 Equity Shares at Rs. 1/- per share. Thereby, the
paid up equity share capital of the Company stands increased to Rs. 5,19,75,489
(Five Crore Nineteen Lakh Seventy Five Thousand Four Hundred and Eighty Nine) from Rs.
4,93,33,020 (Rupees Four Crore Ninety Three Lakh Thirty Three Thousand and Twenty only),
pursuant to the Scheme of Amalgamation amongst the Company, Gulshan Holdings Private
Limited (Holding Company or Transferor Company 1), East Delhi Importers & Exporters
Private Limited (Group Company or Transferor Company 2) and their respective Shareholders
and Creditors ("the Scheme"), under section 230 to 232 and other applicable
provisions of the Companies Act 2013 and the provisions of other applicable laws. The
Scheme was approved by the Board of Directors of the Company in its meeting held on August
06, 2020 and same has been approved by the Hon'ble National Company Law Tribunal,
Allahabad Bench ('NCLT") vide its order pronounced on March 09, 2022 and the
certified copy of the order has been filed with "The Registrar of Companies, Kanpur,
Uttar Pradesh," (the ROC) on March 30, 2022. The scheme becomes operative from March
30, 2022 (Effective Date).
During the year under review, the Company has applied for listing of 2,99,82,536 Equity
Shares and extinguishment of 2,73,40,067 Equity Shares and the BSE Limited and National
Stock Exchange of India Limited granted its listing and trading approval vide letters
dated May 24, 2022 (NSE Listing Letter); May 26, 2022 (BSE Listing Letter) and June 22,
2022 (BSE and NSE Trading Letters) respectively.
EMPLOYEES STOCK OPTION PLAN
The members of the Company had approved the Gulshan Polyols Limited Employees Stock
Option Scheme, 2018 ("ESOP 2018") for grant of stock options exercisable
into not more than 23,45,851 (Twenty Three Lakh Forty Five Thousand Eight Hundred and
Fifty One) equity shares of face value of Rs. 1/- (Rupee One Only) each to eligible
employees of the Company as defined in the Scheme.
During the year, the Company has granted 42,500 (Forty-Two Thousand Five Hundred) stock
options to eligible employees. The granted stock options can be exercised between May 15,
2025 to June 15, 2025 at Rs. 328/- (Rupees Three Hundred and Twenty Eight only). The
details under SEBI (Share Based Employee Benefits) Regulations, 2014 read with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB
Regulations'), has been placed on the website of the Company and weblink of the same are
https://www.bseindia.com/xml-data/corpRs.ling/AttachHis/61d1809f-1565-4b6f-b7d4-0189b1dadea7.pdf
GPL ESOP Scheme, 2018 is in compliance with SEBI SBEB Regulations and other applicable
laws and implemented through Employees Welfare Trust ("Trust"). For
implementing and operating of ESOP 2018, the Trust holds 1,31,275 (One Lakh Thirty One
Thousand Two Hundred and Seventy Five) equity shares of the Company as on March 31, 2023,
being 0.25% of the paid-up share capital of the Company. The ownership of these shares
cannot be attributed to any particular employee till he / she exercises the stock options
granted to him / her and the concerned shares are transferred to him / her. Hence, the
eligible employees to whom the stock options were granted under ESOP 2018 cannot exercise
voting rights in respect of aforesaid shares held by the Trust as these eligible employees
are not holders of such shares. The Trustee/Trust has not exercised the voting rights in
respect of the aforesaid shares during the financial year 2022-23.
The details in respect of ESOP 2018 and movements during the year are as under:
Number of options outstanding at the beginning of the period: |
78,312 |
Number of options granted during the year: |
42,500 |
Number of options forfeited / lapsed during the year: |
1,788 |
Number of options vested during the year: |
16,430 |
Number of options exercised during the year: |
16,430 |
Number of shares arising as a result of exercise of options: |
Not applicable as ESOP granted through Secondary |
|
Market |
Number of options outstanding at the end of the year: |
1,02,594 |
Further, the Nomination, Remuneration and Compensation Committee in its meeting held on
November 02, 2020 had granted 24,040 (Twenty Four Thousand and Fourty) Options under GPL
Employees Stock Option Schemes 2018 to eligible employees, which due for vesting during
the period from April 01, 2023 to May 31, 2023 at the exercise rate of Rs.59.00 per share
(based on the Average Buying cost of the Company from the BSE/NSE market) and among them
500 options are forfeited/lapsed and balance 23,540 has been exercised.
The disclosures required to be made under ESOP Regulations for FY 2022-23 given on the
website https://www.gulshanindia.com/
disclosures-under-sub-regulation-8-of-regulation-30.html.The Company has received the
certificate from the Secretarial Auditor of the Company certifying that the GPL ESOP
Scheme 2018 has been implemented in accordance with the SEBI SBEB Regulations and
shareholders' resolution. The certificate will be placed at the Annual General Meeting for
inspection by members. A copy of the same will also be available for inspection at the
Company's registered office and corporate office.
7. ENVIRONMENT, HEALTH AND SAFETY
Environment, Health and Safety are among the core values of your Company. In order to
promote zero accident culture, your Company has conducted various training & awareness
programs.
Employees are encouraged to report all incidents so that preventive actions can be
taken to avoid any mishap. Environment sustainability is paramount to any industry and
your Company is conscious of its responsibility towards the impact of its operations on
the environment.
The Health and Safety of employees is paramount and GPL's stand on Environment, Health
and Safety of its employees and it is clearly outlined in Policy. GPL's Environment,
Health & Safety (EHS) strategies are directed towards achieving the greener and safe
operations across all units by optimising the usage of natural resources and providing a
safe and healthy workplace.
Your Company believes that healthy and hygienic work environment not only benefits the
workforce but it also increases the productivity and works as a retention tool.
8. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
During the period under review, pursuant to the Scheme of Amalgamation executed between
the Company, Gulshan Holdings Private Limited (Holding Company), East Delhi Importers
& Exporters Private Limited (Group Company) and their respective Shareholders and
Creditors, the holding Company has been merged into the Company w.e.f. March 30, 2022.
Further, the Company has incorporated a wholly-owned Subsidiary namely "GULSHAN
OVERSEAS FZCO" on September 8, 2021 under Dubai Silicon Oasis Authority.
The initial capital infusion amounting AED 100000 (One Hundred Thousand United Arab
Emirates Dirhams only) was made by Gulshan Polyols Limited in Gulshan Overseas- FZCO (WOS)
on December 7, 2022, consisting of 10000 shares of AED 10 (United Arab Emirates Dirham Ten
Only) per share. Furthermore, there are no Associates and Joint Ventures of the Company.
9. CREDIT RATINGS
During the period under review, the CRISIL Ratings Limited has reafirmed and granted
CRISIL A+/Negative' rating to Long-Term Facilities and CRISIL A1' rating to
Short-Term Facilities, to your Company.
10. DISCLOSURE ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
The Company offers an excellent workplace environment where employees can perform to
the best of their abilities. The work culture is shaped by self-motivated and committed
professionals, aligned with our business objectives and working together to deliver
topnotch and tailored solutions.
Your Company laid down a Policy on Prevention of Sexual Harassment at work place and
has an internal Complaints Committee. The Company has zero tolerance on Sexual Harassment
at workplace. All employees - permanent, contractual, temporary and trainees are covered
under this Policy. During the year under review there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") and no complaint was pending at the beginning and at the end of Financial
Year 2023. To achieve this objective, effective communication is the key and thus the
Company carried out focused campaign on POSH and Awareness drives.
II. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY
During the year under review, your Company has spent eligible and budgeted amount
towards Corporate Social Responsibility ("CSR") activities in accordance with
Schedule VII of the Companies Act, 2013. While the Company's sustainability strategy is to
environmentally sustainable business practices across its value chain, making the right
choices to protect the environment. Further, sustainability strategy and CSR activities
are compliment as well as supplement each other.
However, an amount of Rs. 61.17 Lakhs from the total CSR's amount, accounted and
budgeted for FY 2022-23, has been transferred to a separate account i.e. Unspent CSR
Account for the purpose of an Ongoing Project.
During the FY 2022-23, the Company has contributed a significant amount towards
promoting education, health care, ensuring environmental sustainability, Rural Development
Projects and other activities. However, Annual Report on CSR activities for the Financial
Year 2022-23 as required under Sections 134 and 135 of the Act read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies
(Accounts) Rules, 2014, as approved by the CSR Committee on May 12, 2023, is attached as Annexure
A' to the Board's Report.
COMPOSITION OF SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (SCSR')
COMMITTEE
In compliance with the guidelines prescribed under Section 135 of the Companies Act,
2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee of
the Board. The CSR policy, covering the Vision Statement, Objectives, Focus Areas, CSR
approach and guiding principles, governance Structure Monitoring and Reporting Framework
interalia others are approved by the Board of Directors. During the year, the Company has
revised the CSR Policy. The CSR Policy is available on the website of the Company at
https://www. gulshanindia.com/pdf/policy/CorporateSocial-Responsibility-CSR-Policy.pdf .
As on date, the SCSR Committee comprises of Ms. Archana Jain (Chairperson), Ms. Arushi
Jain and Ms. Aditi Pasari, members of the Committee. Mr. Jeewan Jyoti Bhagat has
discontinued / ceased as a chairman of the Committee with effect from August 5, 2022 and
thereafter Ms. Archana Jain inducted as a Chairperson effective from August 9, 2022. Other
details of the Committee including meetings held and attendance are provided in the
Corporate Governance Report, forms part of this Report as Annexure-E.
III. OTHER STATUTORY DISCLOSURES
1. Deposits: The Company did not invite/accept any deposits covered under
Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required
in respect of details relating to deposits covered under this Chapter.
2. Loans, Guarantees and Investments: Details of loans, guarantees/
securities and investments covered under the provisions of Section 186 of the Companies
Act, 2013 read with the rules made thereunder along with the purpose for which the loan,
guarantee or security, if any, is proposed to be utilised by the recipient have been
disclosed in Notes of the Financial Statements.
3. Particulars of Contracts or Arrangements with the Related Parties: Your
Company has adopted the revised Policy on materiality of Related Party Transactions and on
dealing with Related Party Transactions (RPTs') in accordance with the amendments
made in Listing Regulations. Prior omnibus approval is obtained for RPTs on an annual
basis for the transactions which are planned / repetitive in nature. Related party
transactions entered pursuant to the omnibus approval so granted are placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions which are of repetitive nature. All RPTs are
placed before the Audit Committee for review and approval.
All RPTs entered into during FY 2022-23 were in the ordinary course of business and on
arm's length basis. No material RPTs were entered into during FY 2022-23 by the Company as
defined in the Policy on dealing with Related Party Transactions. Accordingly, the
disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not
applicable to the Company and hence the same is not provided. The Policy on Materiality of
Related Party Transactions and on dealing with Related Party Transactions as approved by
the Board is put up on the Company's website at
https://www.gulshanindia.com/pdf/policy/policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.pdf.
There were no material significant related party transactions which could have
potential conflict with interest of the Company at large. In accordance with IND AS-24,
your Directors draw attention of the members to Note no. 44 to the Financial Statements
which sets out the Related Party disclosures.
4. Material Changes in Financial Position: No material change or commitment
has occurred after the close of the Financial Year 2022-23 till the date of this Report,
which affects the financial position of your Company. Your Company maintains appropriate
internal control systems, which also provide reasonable assurance of recording the
transactions of all material aspects of our operations and of providing protection against
significant misuse or loss of the Company's assets.
5. Significant or Material orders:
There were no significant or material orders passed by the Regulators or Courts or
Tribunal impacting the going concern status of the Company and its future operations.
6. Conservation of Energy, Research and Development, Technology Absorption and
Foreign Exchange Earnings and Outgo: The Information on energy conservation,
technology absorption, foreign exchange earnings and outgo in accordance with the
provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are given in Annexure B', annexed to
this Report.
7. Particular of Employees: Your Company believes that human resource is
vital to the growth and sustainability of an organization. Your Company maintains healthy
work environment at all levels in the organization and encourages the employees to
contribute their best. Particulars as required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are given in Annexure C', forms part of this Report.
8. Composition of Audit Committee: As on date, the Audit Committee comprises
of Mr. Rakesh Kumar Gupta (Chairman), Mr. Akhilesh Kumar Maheshwari, Dr. Chandra Kumar
Jain and Ms. Archana Jain. Ms. Archana Jain, inducted as a member in the Committee w.e.f.
August 9, 2022. Other details of the Committee including meetings held and attendance are
provided in the Corporate Governance Report, forms part of this Report.
All the recommendations made by Audit Committee were accepted by the Board of
Directors.
9. Compliance with Secretarial Standards of ICSI: The Company has complied
with the Secretarial Standard-1 on Meetings of the Board of Directors' and
Secretarial Standard-2 on General Meetings' prescribed under the Section 118(10) of
the Companies Act, 2013 as issued by The Institute of Company Secretaries of India'.
10. Industrial Relations: During the year under review, industrial relations
remained harmonious at all our offices and establishments.
IV. DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. APPOINTMENT / REAPPOINTMENT/ RESIGNATION/ OTHER CHANGES
DIRECTORS
Ms. Aditi Pasari (DIN: 00120753), Joint Managing Director of the Company, retires by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered
herself for re-appointment. The Board recommends her re-appointment to the members in the
ensuing 23rd AGM. Brief resume and other details of Ms. Aditi Pasari furnished
in the explanatory statement to the notice of the ensuing 23rd Annual General
Meeting.
During the year under review, Mr. Jeewan Jyoti Bhagat (DIN: 00007743), discontinued /
ceased as a Non executive & Independent Director of the Company with effect from
August 5, 2022.
Further, the Board of Directors, on the recommendation of Nomination, Remuneration and
Compensation Committee (NRC') accorded its approval for appointment of Mr. Rakesh
Kapoor (DIN: 00015358) as an Additional Director in the category of Non-Executive &
Independent Director with effect from August 9, 2022 to hold office till the conclusion of
the 22nd Annual General Meeting and Mr. Rakesh Kapoor (DIN: 00015358) appointed as an
Director in the category of Non-Executive & Independent Director with effect from
September 28, 2022 with the approval of shareholders in the 22nd Annual General
Meeting. Moreover, Mr. Rakesh Kapoor has afirmed that he was not debarred from holding the
office of Independent Director by virtue of any SEBI order or any other regulating
Authority. Additionally, on the recommendation of NRC,the Board has proposed and
recommended the following, for the approval of Members of the Company in the 23rd
AGM:
Reappointment of Ms. Arushi Jain (DIN:00764520) as a Joint Managing Director of
the company, shall be effective from April 1,2024 upto September 30, 2028, shall be liable
to retire by rotation.
Reappointment of Ms. Aditi Pasari (DIN:00120753) as a Joint Managing Director of
the company, shall be effective from April 1,2024 upto September 30, 2028, shall be liable
to retire by rotation.
Reappointment of Mr. Ashwani Kumar Vats (DIN: 00062413) as A Whole Time Director
designated as CEO of the company, shall be effective from April 1, 2024 to hold office for
a term upto September 30, 2028, shall liable to retire by rotation.
Appointment of Mr. Garg and Mr. Mitra as a Non-Executive & Independent
Director to hold office for a term effective from April 1, 2024 upto September 30, 2028,
shall not liable to retire by rotation.
Brief resumes and other details of the Director(s) being appointed, reappointed, at the
ensuing 23rd AGM as stipulated under Secretarial Standard-2 issued by "The
Institute of Company Secretaries of India" and Regulation 36 of the Listing
Regulations is separately disclosed in the Notice of the 23rd AGM. Further, in
the opinion of the Board, Mr. Nitesh Garg and Mr. Soumyajit Mitra has relevant integrity,
expertise, balance of skill, knowledge and experience, required for the said appointments.
The Company has received declarations from the Independent Directors confirming that they
meet the criteria of Independence as prescribed under the Act and Listing Regulations.
During the year, the Members had at the 22nd AGM of the Company held on
September 28, 2022, approved the appointment/re- appointment/re-designation of;
Appointment of Mr. Rakesh Kapoor as a Non-Executive & Independent Director
to hold office for a term effective from August 9, 2022 upto September 30, 2024, shall not
be liable to retire by rotation.
Reappointment of Ms. Archana Jain (DIN: 09171307) as a Non-Executive & Woman
Independent Director to hold office for a term effective from April 1, 2023 upto September
30, 2027, shall not be liable to retire by rotation. Ms. Archana Jain has afirmed that she
was not debarred from holding the office of Independent Director by virtue of any SEBI
order or any other regulating Authority.
Reappointment of Dr. Chandra Kumar Jain, Chairman and Managing Director of the
Company, shall be effective from April 1, 2023 to hold the office for a term upto
September 30, 2027, shall not be liable to retire by rotation.
Re-designation Ms. Arushi Jain (DIN: 00764520) and Ms. Aditi Pasari (DIN:
00120753) as Joint Managing Directors of the Company with effect from November 9, 2021
until their existing remaining tenure upto March 31, 2024.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission, and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committee(s) of the Company.
KEY MANAGERIAL PERSONNEL
In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Dr. Chandra Kumar Jain, Chairman & Managing Director; Ms. Arushi Jain, Joint
Managing Director; Ms. Aditi Pasari, Joint Managing Director; Mr. Ashwani Kumar Vats,
Whole Time Director & CEO; Mr. Rajiv Gupta, Chief Financial Officer and Ms. Asha
Mittal, Company Secretary are the Key Managerial Personnel of your Company as on date.
Note: Detailed changes pertaining to KMPs falls in director's category given above.
2. MEETINGS OF THE BOARD
During the year, 6 (Six) meetings of the Board of Directors were convened and held
during the financial year 2022-23. The maximum intervening gap between the meetings was
within the period prescribed under the provisions of Section 173 of the Act and Listing
Regulations. For further details of Board/Committee Meetings including composition and
attendance, please refer to the Corporate Governance Report, forms part of this Report.
3. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, an Annual Performance
Evaluation of the Board, its Committees and the individual Directors is to be carried out
either by the Board or by the Nomination, Remuneration and Compensation Committee or by an
independent external agency and the Board is required to review its implementation and
compliance. In view of the above, the Annual Performance Evaluation was undertaken by the
Board. The framework and criteria of evaluation has been approved by the Nomination,
Remuneration and Compensation Committee of the Company. In a separate meeting of
Independent Directors, the performance of Non-Independent Directors and the Board as a
whole, and the Chairperson of the Company was evaluated taking into account the views of
Executive Directors and Non- Executive Directors. A statement on annual evaluation by the
Board of its performance and performance of its Committees as well as Individual Directors
including Chairperson of the Board is detailed in the Corporate Governance Report attached
to this report.
4. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence with relevant integrity, expertise, experience and proRs.ciency as provided
under Section 149(6) read with Schedule IV of the Act and Regulation 16 (1)(b) of the
Listing Regulations including given declaration for inclusion of name in the data bank,
being maintained with The Indian Institute of Corporate Affairs' in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended and have also complied with the Code of conduct for all
Board Members and Senior Management.
Further, Independent Directors confirmed that none of among them has been debarred or
disqualified from being appointed or continuing as a Director of the Company by the
Securities and Exchange Board of India /Ministry of Corporate Affairs or any such
statutory authority and declared that they have stayed in India for a total period of not
less than one hundred and eighty-two days during the financial year.
5. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013,
your Directors, based on representation received from management, confirms that: in
the preparation of annual accounts for the financial year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures; the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as on March 31,
2023 and the profit and loss of the Company for the year ended March 31, 2023;
the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; the Annual accounts have been prepared by Directors on a
going concern basis; the Directors have laid down adequate internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively.
Based on the framework of internal financial controls (including the Control checks)
for financial reporting and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditor and the reviews
performed by the management and the relevant Board committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the Financial Year 2022-23; and the Directors have
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
V. AUDITORS
1. STATUTORY AUDITORS
M/s Rajeev Singal & Co., Chartered Accountant (Firm Registration No. 008692C), had
been appointed as Statutory Auditors of the Company by shareholders of the Company for a
period of five years to hold office till conclusion of the AGM to be held in the year
2027. M/s. Rajeev Singal & Co., Chartered Accountants have submitted a certificate,
confirming their eligibility and qualification to continue as Statutory Auditors of the
Company in accordance with Section 141 read with Section 144 of the Companies Act, 2013.
The Auditors' Report on the Standalone and Consolidated financial statements of the
Company for the financial year ended March 31, 2023 is unmodified i.e. it does not contain
any qualification, reservation or adverse remark or disclaimer.
The Statutory Auditors have not reported any fraud under Section 143(12) of the
Companies Act, 2013. Hence, no detail is required to be disclosed under Section 134(3)(ca)
of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements
forming part of the annual report.
2. INTERNAL AUDITORS
M/s Svaraj & Associates, Chartered Accountants (Firm Registration No. 014203N) have
been appointed as Internal Auditor of the Company for the financial year 2023-24 to
conduct internal audit.
They will perform the duties of Internal Auditor of the Company and their report will
be placed before the Audit Committee and Board of Directors on a time to time basis.
3. COST AUDITORS
The Company is required to maintain cost records as specified by the Central Government
as per Section 148(1) of the Companies Act, 2013 ("the Act") and the
rules framed thereunder, and accordingly, the Company has made and maintained such cost
accounts and records.
The Board on recommendation of the Audit Committee has appointed M/s MM &
Associates, Cost Accountants (Firm Registration No. 000454), as the Cost Auditors for
auditing the cost accounts of your Company, being eligible, to conduct Cost Audits for the
products covered under section 148 of Companies Act, 2013 read with Companies (Cost
records and Audit) Rules, 2014 for the financial year 2023-24. The Company has received
their written consent and confirmation that the appointment will be in accordance with the
applicable provisions of the Act and rules framed thereunder.
The remuneration payable to Cost Auditors has been approved by the Board of Directors
on the recommendation of the Audit Committee and in terms of the Act and Rules therein.
The Members are therefore requested to ratify the remuneration payable to M/s MM &
Associates as set out in the Notice of the 23rd AGM of the Company.
During the year, the Cost Audit Report from M/s MM & Associates, (Firm Registration
No. 000454), of our Company was filed with the Central Government for the financial year
ended March 31, 2022.There has been no qualification, reservations, adverse remark or
disclaimer in the Cost Audit's Report submitted for FY 2022-23. The Cost Audit Report for
FY 2022-23 will be filed with the Central Government in due course.
4. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DMK
Associates, Company Secretaries, (Firm Registration Number: P2006DE003100), to undertake
the Secretarial Audit of the Company for FY 2022-2023. Further, the Board has re-appointed
M/s. DMK Associates, Company Secretaries, (Firm Registration Number: P2006DE003100) as
Secretarial Auditors of the Company for FY 2023-24.
The Secretarial Audit Report issued by the aforesaid Secretarial Auditors is attached
as Annexure D' to this Report and there is no qualification,
reservation, observation, disclaimer or adverse remark.
VI. GOVERNANCE/SECRETARIAL
1. CORPORATE GOVERNANCE AND CODE OF CONDUCT
As a responsible corporate citizen, the Company is committed to maintain the highest
standards of Corporate Governance and believes in adhering to the best corporate practices
prevalent globally.
The declaration of Chief Executive Officer (CEO) confirming compliance with the
Code of Conduct' by the members of the Board of Directors and Senior Management
Personnel of the Company is forming part of the Corporate Governance Report.
A detailed Report on Corporate Governance pursuant to the requirements of Regulation 34
read with Schedule V of the Listing Regulations is attached as Annexure-E' to
the Board's Report and forms part of this Report. A certificate from M/s Rajeev Singhal
& Co., Chartered Accountants (Firm Registration No. 008692C), the Statutory Auditor
confirming compliance with the conditions of Corporate Governance, as stipulated in Clause
E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
2. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return (MGT-7) of the Company as on March 31, 2023 is available on Company's
website and can be accessed at https://www.gulshanindia.com/annual-return.html .
3. WHISTLE BLOWER POLICY-VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of Listing
Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide
a platform to the Directors and Employees of the Company to raise concerns regarding any
irregularity, misconduct or unethical matters / dealings within the Company. The details
of Vigil Mechanism / Whistle Blower Policy adopted by the Company have been explained in
the Corporate Governance Report, forming integral part of this report. The Company has
amended the policy to insert the email id created for purpose of raising and reporting
genuine concern through the designated email id. The revised policy is available on
website of the Company at
https://www.gulshanindia.com/pdf/policy/whistle-blower-policy-vigil-mechanism.pdf.
4. COMMITTEE RECOMMENDATIONS
During the year under review, the Board of Directors has accepted all recommendations
of the Committees of the Board of Directors, which were mandatorily required to be made.
5. NOMINATION AND REMUNERATION POLICY
The Company has adopted a Nomination and Remuneration Policy for the Directors, KMPs
and other employees, pursuant to the provisions of Section 178 of the Act and Regulation
19 read with Schedule II, Part D of the Listing Regulations. The policy is available on
website of the Company at
https://www.gulshanindia.com/pdf/policy/nNomination-and-Remuneration-Policy.pdf and the
salient features of policy is elaborated in the Corporate Governance Report.
6. RISK MANAGEMENT
Your Company has a well-defined risk management framework in place to ensure
appropriate identification, measurement, mitigation and monitoring of business risks and
challenges across the Company, GPL has a robust organizational structure for managing and
reporting risks. The Company's success as an organization largely depends on its ability
to identify opportunities and leverage them while mitigating the risks that arise while
conducting its business.
7. BOARD AND COMMITTEES
As required under the Act, and the Listing Regulations, the Company has constituted
these statutory committees of the board: the Audit Committee, the Sustainability and
Corporate Social Responsibility Committee, the Nomination, Remuneration and Compensation
Committee, the Stakeholders Relationship Committee, the Risk Management Committee. The
Other board committees are: Allotment of Share Committee and the Finance Committee.
A detailed note on the composition of the Board and its committees is provided in the
Corporate Governance Report.
VII. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report, as stipulated under Regulation 34(2)(e) of
the Listing Regulations, is presented in a separate Section and forming part of this
Annual Report.
VIII. INTERNAL FINANCIAL CONTROLS
The Company has internal financial controls commensurate to the size and nature of its
business. The Company has policies and procedures in place for ensuring orderly and
efficient conduct of its business and operations including adherence to the Company's
policies, the safeguarding of its Assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The details of internal control systems are given in
the Management Discussion and Analysis Report attached as Annexure F' to
this Report.
An independent internal audit function is an important element of the Company's
internal control systems. This is executed through an internal audit programme and
periodic review by the management and the Audit Committee.
During the year under review two external firms viz. M/s Pankaj K. Goyal & Co. and
M/s Svaraj & Associates, Chartered Accountants, are engaged as Internal Auditors of
the Company, with the audit processes and procedures.
The Audit Committee has satisfied itself on the adequacy and effectiveness of the
internal financial control systems laid down by the management. The Statutory Auditors
have confirmed the adequacy of the internal financial control systems over financial
reporting.
IX. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company is committed to grow the business responsibly with a long term perspective
as well as to the nine principles enshrined in the National Voluntary Guidelines (NVGs) on
social, environmental and economic responsibilities of business, as notified by the
Ministry of Corporate Affairs, Government of India, in July, 2011.
The Business Responsibility and sustainability Report ("BRSR") of the Company
as per the requirements of Regulation 34(2)(f) of the Listing Regulations describing the
initiatives taken by the Company from an environmental, social and governance perspective,
is attached as Annexure-G' to Board's Report and forms part of this
Report.
X. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Report
describing the Company's objectives, expectations or future outlook may be forward looking
within the meaning of applicable laws and regulations. Actual results may differ from
those expressed in the statements.
XI. ACKNOWLEDGEMENTS
Your Company's organizational culture upholds professionalism, integrity and continuous
improvement across all functions, as well as efficient utilization of the Company's
resources for sustainable and profitable growth.
Your Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and
commitment rendered by the employees of the Company during the year. They would also like
to place on record their appreciation for the continued co-operation and support received
by the Company during the year from bankers, financial institutions, government
authorities, business partners, shareholders, vendors, customers and other stakeholders
without whom the overall satisfactory performance would not have been possible and for the
confidence reposed in the Company and its management and look forward to their continued
support.
For and on behalf of the Board of Directors
Dr. Chandra Kumar Jain
Delhi, May 12,2023 Chairman and Managing Director DIN: 00062221