To
The Members,
Your Directors present this 50th Annual Report of the Company on the
business and operations of the Company together with Standalone and Consolidated Audited
Financial Statements (Ind AS based) for the Financial Year ended 31st March,
2023 and the report of the Auditors thereon.
PERFORMANCE AND FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2023
is summarized below:
FINANCIAL RESULTS - SUMMARY AND HIGHLIGHTS
|
(Rs. in Crores) |
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
4,516.50 |
3,758.74 |
4,516.50 |
3,758.74 |
Other Income |
42.15 |
46.39 |
42.15 |
46.39 |
Profit / (Loss) before Depreciation, Finance Cost and Tax Expense |
1,156.74 |
1,032.56 |
1,156.74 |
1,032.56 |
Less: Depreciation / Amortisation / Impairment |
276.09 |
197.78 |
276.09 |
197.78 |
Profit / (Loss) before Finance Cost and Tax Expense |
880.65 |
834.78 |
880.65 |
834.78 |
Less: Finance Cost |
19.46 |
6.15 |
19.46 |
6.15 |
Share of Profit / (Loss) of Joint Venture |
- |
- |
(166.08) |
(2.22) |
Profit / (Loss) Before Tax Expense |
861.19 |
828.63 |
695.11 |
826.41 |
Less: Tax Expense (Current & Deferred) |
285.49 |
266.65 |
285.49 |
266.65 |
Profit / (Loss) for the year (1) |
575.70 |
561.98 |
409.62 |
559.76 |
Total Other Comprehensive Income / (Loss) (2) |
(96.26) |
23.63 |
(96.26) |
23.63 |
Total (1 + 2) |
479.44 |
585.61 |
313.36 |
583.39 |
Balance of Profit / (Loss) for earlier years |
1,973.80 |
1,484.61 |
1,968.65 |
1,481.67 |
Amount available for Appropriation |
2,481.76 |
2,032.55 |
2,310.52 |
2,027.40 |
Less: Transfer to Reserves |
- |
- |
- |
- |
Less: Dividend paid on Equity Shares |
73.44 |
58.75 |
73.44 |
58.75 |
Less: Dividend Distribution Tax |
- |
- |
- |
- |
Balance carried forward |
2,408.32 |
1,973.80 |
2,237.08 |
1,968.65 |
Earning per Share |
Rs.78.39 |
Rs.76.53 |
Rs.55.78 |
Rs.76.22 |
Dividend per Share |
Rs.10.00 * |
Rs.08.00 |
Rs.10.00 * |
Rs.08.00 |
Book Value per Share |
Rs.683.04 |
Rs.623.51 |
Rs.659.72 |
Rs.622.81 |
*Dividend per Share Rs.10/- for the FY 2021-22 paid in FY 2022-23.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance for the year ended 31st March,
2023 are as under:
At Standalone Level
The Company has achieved Net External Sales of Rs.4,401.86 Crores during the
year 2022-23 as against Rs.3,683.40 Crores in the Previous Year registering a growth of
19.51%.
Total production of all products has increased by 5.46% to 18,12,758 MT during
the year 2022-23 from 17,18,835 MT in previous year.
Other Operating income has increased by 52.18% to Rs.114.64 Crores during the
year 2022-23 from Rs.75.33 Crores in previous year.
Other income has decreased by 9.14% to Rs.42.15 Crores during the year 2022-23
from Rs.46.39 Crores in previous year.
EBITDA has increased by 12.03% to Rs.1,156.74 Crores during the year 2022-23
from Rs.1,032.56 Crores in previous year.
Profit before tax has increased by 3.93% to Rs.861.19 Crores during the year
2022-23 from Rs.828.63 Crores in previous year.
Profit after tax has increased by 2.44% to Rs.575.70 Crores during the year
2022-23 from Rs.561.98 Crores in previous year.
At Consolidated Level
EBITDA has decreased by 3.85% to Rs.990.66 Crores during the year 2022-23 from
Rs.1,030.34 Crores in previous year.
Profit before tax has decreased by 15.89% to Rs.695.11 Crores during the year
2022-23 from Rs.826.41 Crores in previous year.
Profit after tax has decreased by 26.82% to Rs.409.62 Crores during the year
2022-23 from Rs.559.76 Crores in previous year.
TRANSFER TO RESERVES
The Company has not transferred any sum to the General Reserve Account during the
Financial Year 2022-23.
DIVIDEND
Your Directors are glad to recommend a Dividend @ Rs.23.55 per share (i.e. 235.50%) on
7,34,36,928 Equity Shares of Rs.10/- each fully paid up for the year ended 31st
March, 2023 (Previous Year - Dividend @ Rs.10.00 per share i.e. 100%). Dividend is subject
to approval of members at this Annual General Meeting and shall be subject to deduction of
TDS as per Income Tax Act, 1961.
The dividend recommended is in accordance with the Company's "Dividend
Distribution Policy".
MATERIAL CHANGES AND COMMITMENTS
There has been no other material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the Financial Year 2022-23
and the date of this Report. There has been no change in the nature of business of the
Company.
The management does not see any risks to Company's ability to continue as a going
concern and expects that the Company will be able to meet its liabilities in the
foreseeable future as and when the same would become due.
SHARE CAPITAL
As on 31st March, 2023, the authorized share capital of the Company
consisted of 150,00,00,000/- (Rupees One Hundred Fifty Crores Only) divided into
10,00,00,000 (Ten Crore) Equity shares of Rs. 10/- (Rupees Ten Only) each and 50,00,000
(Fifty Lakhs) Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred
Only) each, and the paid-up equity share capital as on 31st March, 2023,
consisted of 7,34,36,928 equity shares of Rs. 10/- each. During FY 2022-23, the Company
has not issued any shares, securities / instruments convertible into equity shares, sweat
equity shares and shares with differential voting rights. The Company is in process to
reclassify and increase the Authorised Share Capital of the Company and necessary
resolution(s) have been placed for the approval of the Shareholders in this Annual General
Meeting. The Directors recommend the Resolutions for approval of the shareholders of the
Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure -
1 to this report.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY
GACL-NALCO Alkalies & Chemicals Pvt. Ltd.
The Company and National Aluminium Company Limited (NALCO), a Government of India
Enterprise (a Navratna Company) have jointly incorporated a Joint Venture Company, viz.,
GaCl-NALCO Alkalies & Chemicals Pvt. Ltd. (GNaL) (CIN U24100GJ2015PTC085247) on 4th
December, 2015 for setting up 2,66,667 MTPA (100%) Caustic Soda Plant and 130 MW Coal
based Power Plant at Dahej, Gujarat. The Company holds 60% and NALCO holds 40% in GNAL.
Accordingly, GNAL is a subsidiary of the Company. Effective from 1st April
2020, GNAL has become material subsidiary company of the Company. Pursuant to the criteria
specified in the SEBI Listing Regulations, GNAL ceased to be a material subsidiary of the
Company with effect from 1st April, 2023. The Board noted the same in its
meeting held on 8th August, 2023.
The Managing Director of GACL is the Chairman of GNAL. The Managing Director of GACL
does not draw any commission or any remuneration from GNAL except incidental expenses of
Rs.2,500/- per day of meeting(s) for attending the meetings of the Board of Directors or
Committees thereof.
As per Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of financial
statement of the Joint Venture / Subsidiary Company in Form AOC-1 forms part of the Annual
Report.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual
Report of the Company, containing Standalone and Consolidated Financial Statements of the
Company has been placed on the Website of the Company at www.gacl.com. Further, the
Audited Financial Statements of GNAL for the year ended 31st March, 2023 are
also placed on the Website of the Company at www.gacl.com and also at Website of GNAL at
www.gnal.co.in.
Interested Shareholders may obtain a physical copy of the audited financial statements
of the Subsidiary Company by sending a request to the Company Secretary at the Company's
Registered Office.
GNAL has, on 31st March 2023, successfully completed the start-up of the 200
TPD (ton per day) CEU (Caustic Evaporation Unit) and has produced 100 MT Caustic Soda of
48.5% concentration and with the same, the CEU Unit was partially commissioned. Caustic
Soda Flaker unit is commissioned and production commenced. The Captive Power Plant and the
Caustic Soda Plant have been commissioned progressively in a phased manner during the
current Financial Year 2022-23.
Vadodara Jal Sanchay Pvt. Ltd.
The Government of Gujarat, vide Gazette Notification dated 28.05.2018, notified the
"Policy for Reuse of Treated Waste Water" (TWW). As per the said Policy, Reuse
of TWW was mandatory for industries consuming minimum 1 lakh liter per day (100 M3/day)
of fresh water for Non-Potable purpose and which are situated within 50 km distance from
STP or city limits. Reuse of Treated Waste Water should be minimum 25% of the total fresh
water consumption within 1 year, 70% by 2025 and 100% by 2030.
In compliance of the said Policy, the Board of Directors of the Company at its Meeting
held on 6th February 2020 had approved formation of Special Purpose Vehicle /
Joint Venture Company comprising of Gujarat State Fertilizers & Chemicals
Limited(GSFC), Gujarat Alkalies and Chemicals Limited(GACL), Gujarat Industries Power
Company Limited(GIPCL) and Vadodara Municipal Corporation(VMC) as its joint venture
partners for establishment of a new secondary treated waste water plant (STP) of 50 MLD
capacity in the state of Gujarat. Accordingly, a Special Purpose Vehicle / Joint Venture
Company in the name of Vadodara Jal Sanchay Private Limited (VJSPL) was incorporated on
22.07.2020 for establishment of new secondary treated waste water plant (STP) of 50 MLD at
Vadodara, Gujarat. The Company (GACL) had subscribed 3,00,000 equity shares of Rs.10/-
each (i.e., Rs.30 lakhs) (15%) to the Memorandum of Association (MoA) of VJSPL on 15th
July 2020. VJSPL is yet to commence its business operations.
Memorandum of Understanding / Termsheet between GACL and GAIL (India) Limited
The Hon'ble Prime Minister has launched Roadmap for 20% Ethanol Blending in Petrol by
2025, with a view to reduce import of crude oil and save valuable foreign exchange.
In response to the Hon'ble Prime Minister of India's call for Atmanirbhar
Bharat', the Company (GACL) and GAIL (India) Limited (GAIL) have signed Memorandum of
Understanding (MoU) for setting up a 500 KLD Bioethanol plant in Gujarat. The estimated
project cost is to the tune of Rs.1,000 Crores and it is expected to generate annual
revenue of approximately Rs.1500 Crores. A Term Sheet for the same has been executed
between the Parties. The techno economical feasibility study has been completed and is
being reviewed prior to proposing for investment decision. In the meantime, the steps for
identifying and acquiring suitable land are initiated.
Memorandum of Understanding between GACL and NTPC Renewable Energy Ltd. (NTPC-REL)
Gujarat Alkalies and Chemicals Limited (GACL) and NTPC Renewable Energy Limited (NTPC
REL), a wholly owned subsidiary of NTPC Limited have signed Memorandum of Understanding
(MOU) on 6th July 2022 at New Delhi to explore the business opportunities of
mutual interest in the areas of sourcing of renewable power having optimum mix of solar,
wind and other clean energy including energy storage solutions to the extent of about 100
MW, as required for the operations and manufacturing of GACL at Vadodara Complex and/or
Dahej Complex or any of its other Complexes and to jointly work on synthesizing Green
Chemicals such as Methanol and Ammonia for captive use by GACL using Hydrogen and CO2
available at GACL.
This is a first-of-its-kind novel initiative between leading CPSE and State Government
Promoted Company to support country's commitment to achieve renewable energy targets and
reduce greenhouse emissions.
A Term Sheet will be signed by both the Parties after concluding negotiations on the
tariff and later on both the Parties will mutually decide to enter into definitive
agreement(s).
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the
size and nature of its business. The Company periodically reviews the internal financial
controls in the light of new statutes, changes in business models, adoption of new
technology solutions and suggestions for improvements received from employees. During the
year, such controls were tested and no reportable material weakness in the design or
operation was observed.
For all amendments to Indian Accounting Standards (Ind-AS) and the new standards
notified, the Company carries out a detailed analysis and presents the impact on
accounting policies, financial results including revised disclosures to the Audit
Committee. The approach and changes in policies are also validated with the Statutory
Auditors.
The Company has a stated process and periodicity for physical verification of its
inventory and fixed assets. All variances are analysed and accounted post necessary
approvals.
The Company gets its financial statements reviewed every quarter by its Statutory
Auditors. The accounts of GNAL are audited and certified by their Statutory Auditors for
consolidation.
None of the auditors of the Company has reported any fraud as specified under second
proviso of section 143(12) of the Companies Act, 2013 including any statutory
modifications or re-enactments thereof for the time being in force.
CREDIT RATING
Your Company's financial discipline and prudence are reflected in the strong credit
rating described by rating agency as per the following particulars:
Instrument |
Rating Agency |
Rating |
Date of Rating |
Long Term Bank Facilities |
CARE Ratings Limited (CARE) |
CARE AA+ (Double A Plus) |
CARE Letter No. CARE/ARO/ RL/2023-24/2521 dated 23rd June, 2023 |
Short Term Bank Facilities |
CARE Ratings Limited (CARE) |
CARE A1+ (A One Plus) |
|
Commercial Paper Issue aggregating to Rs.100 Crore |
CARE Ratings Limited (CARE) |
CARE A1+ (A One Plus) |
CARE Letter No. CARE/ARO/ RL/2023-24/2522 dated 23rd June, 2023 |
During the year under review, CARE reaffirmed the above credit ratings and the same has
been informed to the Stock Exchanges (BSE & NSE) vide letter dated 23rd June,
2023 and also placed on the Company's Website at www.gacl.com.
RISK MANAGEMENT
The Company has constituted Risk Management Committee of Directors w.e.f. 11th
February, 2016. Shri Rajiv Lochan Jain had been appointed as the Chairman of the said
Committee w.e.f. 28th September, 2018. As on 31st March, 2023, below
are the Members of the Risk Management Committee:
1. Shri Rajiv Lochan Jain, Chairman;
2. Shri S B Dangayach;
3. Shri Nitin Shukla; and
4. Shri Swaroop P. IAS.
The Company has also constituted Internal Risk Management Committee comprising of
Senior Executives of the Company who are heading respective departments viz. Finance,
Manufacturing, Marketing, Purchase, Project, Safety, Information Technology, HR,
Secretarial and Legal functions. The Managing Director is the Chairman of the Internal
Risk Management Committee. The Internal Risk Management Committee reports to the Managing
Director and the risks identified by the said Committee along with proposed mitigation
actions are discussed periodically on quarterly basis with the Managing Director.
The Risk Management Committee of Directors was renamed as "Risk
Management-cum-Safety Committee" w.e.f. 10th November, 2016 by the Board.
The existing Internal Risk Management Committee of Senior Executives of the Company
continues to function. Out of the various risks identified by the Internal Risk Management
Committee, the Audit Committee has identified certain critical risks, which are reviewed
by the Risk Management-cum-Safety Committee, the Audit Committee and by the Board of
Directors periodically. A Report on the steps taken to mitigate those critical risks is
also submitted to the Risk Management-cum-Safety Committee, Audit Committee and the Board
of Directors.
Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and
Sections 134 & 177 of the Companies Act, 2013 ("the Act") and other
applicable provisions, if any, of the SEBI Listing Regulations and the Act, the Board of
Directors of the Company have also approved and framed "Risk Management Policy"
of the Company. During the year, the Company has amended its Risk Management Policy in
line with amendments under SEBI (Listing Obligations and Disclosure Requirements) (Second
Amendment) Regulations, 2021.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy
("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and
Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors
and Employees of the Company.
As per the Policy, a whistle blower can make protected disclosures to the Chairman of
the Audit Committee. During the Financial Year 2022-23, no unethical and/or improper
practice or any other wrongful conduct in the Company by any person was reported under the
said Policy.
The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Company's Website
at the weblink: htlps;,/gacl.com/upload_files/45ef1_VIGIL_MECHANISM_CUM_WHISTLE_BLOWER_POLICY%2QAS%20PER%20SEBI%20LODR.pdf
CORPORATE SOCIAL RESPONSIBILITY
As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has
constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate
Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in
the Corporate Governance Report.
The CSR Committee has formulated and recommended to the Board, CSR Policy identifying
the activities to be carried out by the Company and the said CSR Policy was approved by
the Board of Directors at their Meeting held on 23.07.2014. The Board of Directors at
their Meeting held on 26.05.2015 had approved some modifications in the CSR Policy
including to undertake CSR activities through GACL Education Society (GES). GES is a
Society registered under the Societies Registration Act, 1860 and under the Bombay Public
Trust Act, 1950 and registered under section 12A and 80G of the Income Tax Act, 1961. GES
has also filed Form CSR-1 and got the required registration number from MCA in pursuance
of the applicable provisions of Companies (cSr) Rules, 2014.
The details about various activities carried out by the Company under CSR through GES
as well as directly by the Company are given in the Management Discussion and Analysis
which forms part of the Annual Report.
The CSR Policy may be accessed on the Company's Website at the weblink:
https://gacl.com/upload_files/987b0_CSR_POLICY.pdf
As per the provisions of Section 135 of the Companies Act, 2013, the statutory amount
(i.e., 2% of the average net profits of the last three Financial Years) that was required
to be spent by the Company for various CSR activities during the Financial Year 2022-23
was Rs. 1014.03 Lakhs. The Company has spent Rs. 745.20 Lakhs towards various CSR
activities during the Financial Year 2022-23. The unspent amount of Rs. 268.83 Lakhs was
towards various ongoing CSR projects which was transferred to "GACL Unspent Corporate
Social Responsibility Account 2022-23" within 30 days from the close of Financial
Year 2022-23. The unspent amount transferred to such account will be utilized for the
ongoing projects in next three Financial Years. The Company shall transfer unspent amount,
if any, lying in this account at the end of third Financial Year to Fund(s) specified in
Schedule VII, within statutory time limit, in accordance with the Companies (Corporate
Social Responsibility Policy) Rules, 2014. Thus, your company has met its obligation under
section 135 of the Companies Act, 2013.
The Annual Report on CSR activities for the Financial Year 2022-23 is annexed herewith
as Annexure-2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Appointment/Reappointment/Cessation of Directors, Key Managerial Personnel and
Senior Management
The Board of Directors at its Meeting held on 07.02.2023 noted resignation of Shri
Pankaj Kumar, IAS (Retd.), as Chairman & Director of the Company with effect from
01.02.2023 consequent upon his superannuation as Chief Secretary to Government of Gujarat.
The Board places on record its sincere appreciations and pays rich tributes for the
valuable services rendered and contributions made by Shri Pankaj Kumar, IAS (Retd.) to the
Company during his tenure as Chairman and Directors of the Company.
As recommended by the Nomination-cum-Remuneration Committee and pursuant to Articles 7
and 11 of the Articles of Association of the Company, the Board of Directors appointed
Shri Raj Kumar, IAS, Chief Secretary to Government of Gujarat (GoG) as Chairman and
Director on the Board of Directors of the Company vice Shri Pankaj Kumar, IAS, (Retd.)
with effect from 21st February, 2023 vide Government of Gujarat's Resolution
No. MIS/11-2016/1765/E dated 21st February, 2023.
In terms of the SEBI Listing Regulations, effective from January 1, 2022, the listed
entity shall ensure that approval of shareholders for appointment of a person on the Board
of Directors is taken at the next General Meeting or within a time period of three (3)
months from the date of appointment, whichever is earlier and that the appointment of
Director shall be subject to the approval of Members by way of an ordinary resolution. As
the period of three months would conclude before AGM, the Company sought approval of
Shareholders for following items of special business: (i) appointment of Shri Raj Kumar,
IAS as Chairman & Director; of the Company by means of electronic voting (remote
e-voting) as mentioned in Postal Ballot Notice dated 21.03.2023. The Resolution contained
in Postal Ballot Notice dated 21.03.2023 was approved by requisite majority of Members
through remote e-voting. Accordingly, the Resolution was declared to be passed on
08.05.2023.
The Government of Gujarat in exercise of the powers vested in it under the Articles 11
and 14-A of the Articles of Association of the Company has vide its Notification No.
AIS/42-2011/858932/G dated 27th May, 2022 communicated to the Company that Shri
Milind Torawane, IAS (DIN : 03632394) would hold additional charge of the post of Managing
Director of the Company, w.e.f. 28th May, 2022 i.e. the date on which he took
over the charge as the Managing Director of the Company upto 23rd June, 2022,
or until any further orders (Interim Period), in absence of Shri Harshad Patel, iAs (DIN :
08101424), then Managing Director of the Company, being on sanctioned leave.
Thus, he was nominated as Government Director on the Board of the Company for the
Interim Period. On completion of the said Interim Period, Shri Milind Torawane, IAS handed
over the Additional Charge of Managing Director of the Company to Shri Harshad R Patel,
IAS who resumed the powers of the Managing Director of the Company w.e.f. 23rd
June, 2022. The
Office of Shri Harshad R Patel, IAS as Managing Director of the Company continued as
Managing Director of the Company during the said Interim Period.
The Board of Directors of the Company, on recommendation of Nomination-cum-Remuneration
Committee, appointed Smt. Shridevi Shukla as an Independent Director of the Company with
effect from 12.05.2022.
The Company had sought approval of Shareholders for: (i) appointment of Smt. Shridevi
Shukla as an Independent Director of the Company; (ii) To approve transactions with
Related Parties; (iii) Appointment of Shri Milind Torawane, IAS as Managing Director of
the Company for Interim Period, through Postal Ballot Notice dated 6th June,
2022 by means of electronic voting (remote e-voting). The said Resolutions contained in
Postal Ballot Notice dated 6th June, 2022 were approved by requisite majority
of Members through remote e-voting. Accordingly, all the Resolutions were declared to be
passed on 30.07.2022.
The Board of Directors of the Company at its Meeting held on 04.08.2022, pursuant to
the Notification No. AIS/35.2022/24/G dated 26th July, 2022 of General
Administration Department, Government of Gujarat and as recommended by
Nomination-cum-Remuneration Committee at its meeting held on 03.08.2022, had appointed
Shri Swaroop P. IAS (DIN: 08103838) as a Non-Rotational Government Director and Managing
Director of the Company w.e.f. 29.07.2022 (i.e., the date on which he took over the
charge), until further orders. Approval of the Shareholders was received at 49th
Annual General Meeting of the Company held on 29th September, 2022.
The Board of Directors at its Meeting held on 04.08.2022 noted transfer and resignation
of Shri Harshad R. Patel, IAS as Managing Director of the Company w.e.f. 28.07.2022
pursuant to the Notification No. AIS/35.2022/24/G dated 26th July, 2022
received from General Administration Department, Government of Gujarat.
The Board places on record its sincere appreciations for the valuable services rendered
by Shri Milind Torawane, IAS as Interim Managing Director and Shri Harshad R. Patel, IAS
as Managing Director of the Company during their tenure as Managing Directors of the
Company.
The Board of Directors of the Company through Circular Resolution dated 20th
June, 2023 and in pursuant to Letter No. MIS/11-2016/1765/E dated 19th June,
2023 issued by Energy & Petrochemicals Department, Government of Gujarat and as
recommended by Nomination-cum-Remuneration Committee had appointed Dr. Hasmukh Adhia, IAS
(Retd.) (DIN: 00093974) as Chairman and Director of the Company w.e.f. 20.06.2023.
Approval from the Shareholders for appointment of Dr. Hasmukh Adhia, IAS (Retd.), as
Chairman and Director is being sought through Postal Ballot, pursuant to the provisions of
SEBI Listing Regulations and the Companies Act, 2013.
The Board of Directors at its Meeting held on 08.08.2023 noted cessation of Shri Raj
Kumar, IAS as Chairman and Director of the Company w.e.f. 19.06.2023 pursuant to Letter
No. MIS/11-2016/1765/E dated 19th June, 2023 issued by Energy &
Petrochemicals Department, Government of Gujarat. The Board places on record its sincere
appreciations for the valuable services rendered by Shri Raj Kumar, IAS, as a Chairman and
Director of the Company.
Shri J.P. Gupta, IAS (DIN 01952821), Director will retire by rotation at this Annual
General Meeting, and being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment as Director of the Company.
Brief profile of Shri J. P. Gupta, IAS, Director is forming part of the Notice of this
Annual General Meeting.
Pursuant to provisions of Section 203 of the Companies Act, 2013, Shri Swaroop P. IAS
on his appointment as Managing Director was also appointed as Key Managerial Personnel of
the Company effective from
29.07.2022. Shri Vinayak Kudtarkar, Chief Financial Officer and Shri Sanjay S Bhatt,
Company Secretary, are the Key Managerial Personnel of the Company effective from 1st
June, 2019 and 14th May, 2014 respectively.
Pursuant to the Regulation of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended time to time, there were following changes in the Senior
Management :
During the year, Shri G S Paliwal, ED (Marketing) resigned on 04.05.2022. Shri J K
Shah, Complex Head- Vadodara and Shri H H Salot GM (ES) have ceased to be employee of the
Company due to retirement on 31.08.2022.
B. Independent Directors
Attributes, Qualifications & Independence of Directors and their Appointment
The Nomination-cum-Remuneration Committee adopted the criteria for determining
qualifications, positive attributes and independence of Directors, including Independent
Directors, pursuant to the Act and the Rules made thereunder and the SEBI Listing
Regulations. The brief particulars of the Directors are provided in the Report on
Corporate Governance' forming part of this Annual Report.
The Company has received declarations from the Independent Directors confirming that
(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and
Regulation 16 of the SEBI Listing
Regulations; (b) they are not aware of any circumstance or situation, which could
impair or impact their ability to discharge duties with an objective independent judgement
and without any external influence; and (c) they have registered/renewed their names in
the Independent Directors' Databank, pursuant to the provisions of the Companies Act, 2013
and Rules made thereunder. Further, in the opinion of the Board, the Independent Directors
fulfill the conditions prescribed under the SEBI Listing Regulations and are independent
of the management of the Company.
C. Board Evaluation
Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, the Board carried out an annual performance evaluation of the Board, its
Committees, Individual Directors, Managing Director and Chairperson. The manner in which
the evaluation is carried out has been explained in the Corporate Governance Report.
D. Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination-cum-Remuneration Committee,
formulated a Nomination & Remuneration-cum-Board Diversity Policy for selection,
appointment of Directors and Senior Management and their remuneration.
Information about the Policy is provided in the Corporate Governance Report and the
said Policy may be accessed on the Company's Website at the weblink:
https://gad.com/upload_tiles/482cd_GACL%20NRC%20POLICY.pdf
E. Meetings
During the year, six (06) Board Meetings and five (05) Audit Committee Meetings were
held. The details of which are given in the Corporate Governance Report. The intervening
gap between the Meetings held was within the period prescribed under the Companies Act,
2013 and SeBi Listing Regulations. Further, the composition and terms of reference of
Audit Committee and other Committees are given in the Corporate Governance Report.
During the year under review, all recommendations of Audit Committee were accepted by
the Board.
AUDITORS
A. Internal Auditors
As per the recommendation of the Audit Committee, the Board of Directors of the Company
at its Meeting held on 18th June, 2020 appointed M/s. Parikh Mehta &
Associates, Chartered Accountants, Vadodara as Internal Auditors for conducting Internal
Audit of the Company for the period from 1st July, 2020 to 30th June,
2025.
The Internal Auditors independently evaluate the internal controls, adherence to and
compliance with the procedures, guidelines and statutory requirements. The Audit Committee
of Directors periodically reviews the reports of the Internal Auditors and the corrective
actions if any, are taken by the Management.
B. Statutory Auditors
M/s. K C Mehta & Co LLP, Chartered Accountants, Vadodara (Firm Reg. No.
106237W/W100829) were appointed as the Statutory Auditors of the Company for a period of
five years i.e., from the conclusion of 46th Annual General Meeting till the
conclusion of 51st Annual General Meeting.
As per Companies Amendment Act, 2017, the provision of Section 139(1) of the Companies
Act, 2013 with respect to ratification of the appointment of Statutory Auditors by the
members at every Annual General Meeting is omitted.
The Auditor's Report to the Members for the year under review does not contain any
qualification, reservation or adverse remark or disclaimer.
C. Cost Auditors
The Board of Directors of the Company at its Meeting held on 8th August,
2023 has approved the appointment of M/s. Y. S Thakar & Co., Cost Accountant in
practice, Vadodara (Firm Registration No. 000318) as Cost Auditors for the Financial Year
2023-24 as per the provisions of the Companies Act, 2013, subject to the approval of
shareholders of the Company, to conduct the audit of Cost Records maintained by the
Company at a remuneration of Rs. 3,19,000/- plus applicable GST.
As per the provisions of the Companies Act, 2013, your Directors propose the Resolution
in the Notice in respect of remuneration payable to the Cost Auditors for the Financial
Year 2023-24 for your ratification and approval.
The Company maintains necessary cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014.
D. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
have appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to undertake
the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the
Secretarial Auditors is annexed herewith as Annexure - 3. The Report does not
contain any qualification, reservation or adverse remark or disclaimer.
The Company has complied with Regulation 24A of the Listing Regulations. GNAL has got
Secretarial
Audit carried out by Practicing Company Secretary. Copy of Secretarial Audit Report of
GNAL is annexed at Annexure-4 and is also available on the website of the Company.
The Secretarial Audit Report of GNAL does not contain any qualification, reservation,
adverse remark or disclaimer.
As per SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read
with Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for
the year ended on 31st March, 2023 given by M/s. Samdani Shah & Kabra,
Practicing Company Secretaries, Secretarial Auditors was submitted to Stock Exchanges (BSE
& NSE) within prescribed time limit.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Transfer of Dividend and corresponding Equity Shares to the Investor Education and
Protection Fund
During the Financial Year 2022-23, unclaimed dividend for the Financial Year 2014-15
aggregating Rs.19,53,306/- had been transferred to Investor Education and Protection Fund
(IEPF).
The Company has also transferred Rs. 25,03,973/- (Net of Tax) to the bank account of
the IEPF towards dividend declared by the Company for the Financial Year 2021-22, for such
shares which were transferred to the IEPF earlier.
During the Financial Year 2022-23, the Company has also transferred 25,996 Equity
Shares to the IEPF in respect of which dividends remained unclaimed for seven consecutive
years, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended.
Shareholders may claim their unclaimed dividend for the years prior to and including
the Financial Year 2014-15 and the corresponding shares, if any, from the IEPF Authority
by applying in the prescribed Form No. IEPF-5.
This form can be downloaded from the Website of the IEPF Authority at www.iepf.gov.in
the access link of which is also available on the Company's Website at www.gacl.com under
the section Investors'.
Attention of the Members is drawn that the unclaimed dividend for the Financial Year
2015-16 and the corresponding shares will be due for transfer to the IEPF on 19th
October, 2023 for which purpose communication has been sent to all the concerned
Shareholders advising them to claim their dividends, failing which the said shares will be
transferred to IEPF Authority within 30 days from the said due date. Notices in this
regard have also been published in newspapers. Details of such shares are available on the
Company's Website under the section Investors'.
Details of Nodal Officer
In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the
Company, for the purpose of coordination with Investor Education and Protection Fund
Authority are as under:
Name: |
Shri Sanjay S Bhatt |
Designation: |
Company Secretary & CGM (Legal, CC & CSR) |
Postal Address: |
PO : Ranoli : 391 350, |
|
Dist.: Vadodara (Gujarat) |
Telephone No.: |
0265-6111453 / 0265-6111000 |
Mobile No.: |
7069053850 |
E-mail ID: |
cosec@gacl.co.in |
The Company has also displayed the above details of Nodal Officer at its Website at
www.gacl.com
CORPORATE GOVERNANCE
The Company has been following the principles and practices of good Corporate
Governance and has ensured compliance of all the requirements stipulated under the SEBI
Listing Regulations.
A detailed report on Corporate Governance for the year under review along with
Certificate issued by Practicing Company Secretary in terms of provisions of the SEBI
Listing Regulations is attached herewith forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per the provisions of the SEBI Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR) containing initiatives taken by the Company from
environmental, social and governance perspective is annexed herewith as Annexure - 5 as
part of this Annual Report.
PARTICULARS OF EMPLOYEES
The information pertaining to remuneration and other details of employees as required
pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are
provided in the Annexure - 6.
Further, there was no employee holding 2% or more of the Equity Shares of the Company
during the Financial Year 2022-23.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Audit Committee of Directors at its Meeting held on 6th February, 2023
has accorded omnibus approval to execute transactions with related parties up to the value
of Rs.1 Crore. During the Financial Year, the transactions entered into by the Company
with Related Parties were in the ordinary course of business at arm's length price and/or
within the omnibus approval granted by the Audit Committee. The Company has not entered
into contracts / arrangements / transactions with Related Parties which could be
considered material in accordance with Section 188 of the Act read with the Companies
(Meetings of
Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party
Transactions.
Since, all the contracts / arrangements / transactions with Related Parties during the
year were in the ordinary course of business and/or the same were at arm's length as well
as under the special omnibus approval route and not being material transaction as defined
under the Act / Rules, disclosure in Form AOC-2 under Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.
In lines with amendments in the Listing Regulations, the Policy on Related Party
Transactions and Material Subsidiaries Policy was amended and approved by the Board of
Directors during the Financial Year.
Policies may be accessed on the Company's Website at the weblinks: https://
gacl.com/upload_files /37a3e_Related%20Party%20Transaction.pdf and https://
gacl.com/upload_files /25c45_policy_on_material_subsidiaries.pdf Your Directors draw
attention of the Members to Note No. 38 to the Financial Statements which sets out Related
Party disclosures.
LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Note No. 5,6,7,17 & 43(i)(g) of the
Notes to the Financial Statements.
INSURANCE
The Company has taken adequate insurance for all its properties. The Company has also
taken necessary insurance cover as required under the Public Liability Insurance Act,
1991.
The Company has D & O Liability Insurance Policy which is reviewed in terms of the
quantum and risk coverage as per the Regulation 25(10) of the SEBI Listing Regulations.
LISTING REGULATIONS COMPLIANCE
Your Company's Equity Shares are listed on BSE Ltd. (BSE) and National Stock Exchange
of India Ltd. (NSE) and their listing fees for the Financial Years 2022-23 and 2023-24
have been paid and the provisions of the SEBI Listing Regulations have been complied with.
ANNUAL RETURN
The Draft Annual Return of the Company as on March 31, 2023 is available on the
Company's Website and can be accessed at weblink:
https://gacl.com/upload_files/588a6_Draft%20MGT%207-FY%202022-23.pdf The Annual Return
of 2022-23 in prescribed Form No. MGT- 7, as required under Section 92(1) of the Companies
Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014
is placed on the Company's Website at Weblink :
https://gad.com/upload_files/28109_GACL%20FY-2021-22-Form_MGT_7%20SIGNED.pdf The same was
filed with the Registrar of Companies, Gujarat
(ROC) on Ministry of Corporate Affairs (MCA) portal within prescribed time limit.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of the Company at its Meeting held on 26th May, 2017
has adopted "Dividend Distribution Policy" effective from 26th May,
2017. The Company has further amended its "Dividend Distribution Policy"
approved by the Board of Directors on 22nd May, 2023 which is applicable with
effect from 22nd May, 2023 is available on the Company's Website at the link
https://gacl.com/upload_files/a7fec_Dividend_Distribution_Policy.pdf
The dividend recommended by the Board for the year ended 31st March, 2023 is
in accordance with the said Dividend Distribution Policy.
GENERAL INFORMATION
Your Directors state that no disclosure or reporting is required in respect of the
following items since there were no transactions in these matters and/or they are not
applicable to the Company during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
ESOP.
4. Issue of shares, Issue of debentures, warrants, bonds, other convertible securities
or any non-convertible securities.
5. No significant or material orders were passed by the Regulators / Courts or
Tribunals which would impact the going concern status of the Company and its future
operations and No application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).
6. No fraud has been reported by the Auditors to the Audit Committee or the Board.
7. There has been no change in the nature of business of the Company.
8. There was no instance of one-time settlement with any Bank or Financial Institution.
Your Directors further state that your Company has constituted a Committee for
prevention of Sexual Harassment of Women at Work place named as "Internal Complaint
Committee-cum-Gender Equality Committee" under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(hereinafter referred as "the said Act") to enquire into complaints and
recommend appropriate action, wherever required. During the year under review, the
Committee had not received any complaint of sexual harassment.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the
Central Government under Section 118(10) of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the Annual Accounts for the Financial Year ended 31st
March, 2023, the applicable accounting standards have been followed;
b) the Directors had 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 at 31st March, 2023 and of
the profit of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) 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.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on Management Discussion and Analysis forms part of the Board's Report and it
deals inter-alia with the Business, Operations & Financial Performance, Research &
Development, Expansion & Diversification, Risk Management, Outlook, Safety &
Environment, Corporate Social Responsibility, Material Development in Human Resources etc.
as stipulated under the SEBI Listing Regulations.
ACKNOWLEDGEMENTS
The Board expresses its gratitude and appreciation to the Government of India,
Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business
associates, Promoters, Shareholders and employees of the Company for their continued
support. The Directors also gratefully acknowledge all stakeholders of the Company viz.:
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year.
The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitments and continued contribution to the Company.
|
For and on behalf of the Board |
|
Sd/- |
|
DR.HASMUKH ADHIA, IAS (Retd.) |
Place : Gandhinagar |
CHAIRMAN |
Date : 8th August, 2023 |
|