The Board of Directors is delighted to present the Sixth Board’s Report on the business and operations of Gujarat Fluorochemicals Limited ("the Company") along with the summary of standalone and consolidated financial statements for the year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE
Key highlights of consolidated and standalone financial performance for the year ended 31st March, 2024, are summarised as under:
|
Sr.
|
Particulars
|
Consolidated
|
Standalone
|
|
No.
|
|
FY 2023-24
|
FY 2022-23
|
FY 2023-24
|
FY 2022-23
|
|
1.
|
Revenue from Operations
|
4,28,082
|
5,68,466
|
4,02,215
|
5,62,198
|
|
2.
|
Other Income
|
10,692
|
17,230
|
11,389
|
18,107
|
|
3.
|
Total Revenue (1 2)
|
4,38,774
|
5,85,696
|
4,13,604
|
5,80,305
|
|
4.
|
Total Expenses
|
3,79,265
|
4,07,222
|
3,57,757
|
3,98,424
|
|
5.
|
Share of Loss of joint venture
|
(*)
|
(*)
|
-
|
-
|
|
6.
|
Profit before exceptional items and tax (3-4 5)
|
59,509
|
1,78,474
|
55,847
|
1,81,881
|
|
7.
|
Exceptional Items
|
-
|
-
|
-
|
-
|
|
8.
|
Profit before tax (6 7)
|
59,509
|
1,78,474
|
55,847
|
1,81,881
|
|
9.
|
Tax Expenses
(Current Tax and Deferred Tax)
|
16,259
|
46,163
|
14,266
|
46,327
|
|
10.
|
Tax pertaining to earlier years
|
(245)
|
6
|
(294)
|
(6)
|
|
11.
|
Profit for the year (8-9-10)
|
43,495
|
1,32,305
|
41,875
|
1,35,560
|
|
12.
|
Other comprehensive income
|
264
|
1,500
|
(172)
|
(138)
|
|
13.
|
Total Comprehensive Income (11 12)
|
43,759
|
1,33,805
|
41,703
|
1,35,422
|
| |
Attributable to Owners of the Company
|
43,759
|
1,34,419
|
-
|
-
|
| |
Non-controlling Interest
|
(*)
|
(614)
|
-
|
-
|
Consolidated Financial Statements
As per Regulations 33 and 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations") and applicable provisions of the Companies Act, 2013 ("The Act") read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared in compliance with applicable Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principal generally accepted in India and on the basis of Audited Financial Statements approved by the Board of Directors of the Company.
The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.
The Audited Standalone and Consolidated Financial Statements for the Financial Year 2023-24 shall be laid before the Annual General Meeting for approval of the Members of the Company.
2. STATE OF COMPANY'S AFFAIRS Consolidated:
On a consolidated basis, the revenue for FY 2023-24 was ' 4,28,082 Lakhs, lower by 25% over the previous year’s revenue of ' 5,68,466 Lakhs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023-24 and FY 2022-23 was ' 43,495 Lakhs and ' 1,32,305 Lakhs, respectively.
Standalone:
On a standalone basis, the revenue for FY 2023-24 was ' 4,02,215 Lakhs, lower by 28% percent over the previous
year’s revenue of ' 5,62,198 Lakhs in FY 2022-23. The PAT attributable to shareholders for FY 2023-24 and FY 2022-23 was ' 41,875 Lakhs and ' 1,35,560 Lakhs, respectively. For more details on the Consolidated and Standalone performance, please refer to Management Discussion & Analysis Report.
3. DIVIDEND
During the year, the Company has paid Final Dividend for the Financial Year 2022-23 at ' 2.00 per equity share of ' 1/- each (200%) to the Shareholders of the Company.
The Board is pleased to recommend a Final Dividend at ' 3.00 per equity share of ' 1/- each (300%) for the year ended 31st March, 2024 subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.
According to Regulation 43A of the SEBI 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 link: https://www.gfl.co.in/upload/pages/ cb3188297d3bc8c19fffd7aad5832d0f.pdf
4. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended 31st March 2024, please refer to the 'Statement of Changes in Equity’ included in the Standalone and Consolidated Financial Statements of this Integrated Annual Report.
5. DEBT SECURITIES
The Company being a Large Corporate entity (LC) had issued Non-convertible Debentures of Rs. 50 Crores by way of Private Placement during the Financial Year 2022-23 as per the requirements prescribed by SEBI. However, considering SEBI’s revised requirements for LC, the Company has not borrowed any fund by issue of Debt Securities during the Financial Year 2023-24 due to availability of other economical fund options in Financial Market vis a vis higher cost and other fees involved in borrowing funds through issue of Debt Securities.
6. FIRE INCIDENT
On 16th December, 2021, there was a fire at the Company’s MPP Unit-2 plant at Ranjitnagar site in Gujarat. In this incident certain property, plant and equipment, inventory and other assets were
damaged. The Company is adequately insured for the damaged facilities and also for loss of profits due to business interruption. The Company, on the basis of valid insurance contracts, had lodged claims with the insurance company. The survey and loss assessment by the insurance company is currently ongoing.
The Company had recognized a total amount of ' 7,021 Lakhs towards insurance claim lodged in the earlier year. During the year ended 31st March, 2023, the Company had received an interim payment of ' 1,898 Lakhs from the insurance company. During the current year, the Company has also realized ' 348 Lakhs from sale of related scrap and the carrying amount of insurance claim lodged as at 31st March, 2024 is ' 4,775 Lakhs. The insurance company is in the process of determining the final claim amount. Difference, if any, will be recognized upon the final determination of the claim amount.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
Appointments / Re-appointments:
The following Directors are proposed for appointment/ re-appointment at the Sixth Annual General Meeting of the Company:
• Appointment of Director in place of Mr. Devendra Kumar Jain (DIN: 00029782) who retires by rotation and being eligible, offers himself for reappointment.
• Appointment of Mr. Shesh Narayan Pandey (DIN: 02000823) as Director and Whole-time Director of the Company and approve payment of remuneration to him, with effect from 13th August, 2024.
Necessary Resolutions in respect of Directors seeking appointment/re-appointment and their brief resume pursuant to Regulation 36(3) of the SEBI Listing Regulations are provided in the Notice of the Sixth Annual General Meeting forming part of this Integrated Annual Report.
During the Financial Year 2023-24, the following Directors were appointed/re-appointed post receipt of Shareholder’s approval:
• Re-appointment of Mr. Shanti Prashad Jain (DIN: 00023379), Mr. Shailendra Swarup (DIN: 00167799), Mr. Chandra Prakash Jain (DIN: 00011964), Mr. Om Prakash Lohia (DIN: 00206807) and Ms. Vanita Bhargava (DIN: 07156852) as
Independent Directors of the Company for a second term of 5 consecutive years from 6th December, 2023 up to 5th December, 2028.
The Board is of the opinion that the Independent Directors appointed during the year possess requisite qualifications, integrity, expertise and experience. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs ('IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
• Appointment of Dr. Bir Kapoor (DIN: 01771510) as Director and Deputy Managing Director of the Company and approval on payment of remuneration to him, with the effect from 3rd November, 2023
• Re-appointment of Mr. Sanath Kumar Muppirala (DIN: 08425540), as Whole-time Director of the Company and approval on payment of remuneration to him, with effect from 28th April, 2024.
• Re-appointment of Mr. Niraj Kishore Agnihotri (DIN: 09204198), as Whole-time Director of the Company and approval on payment of remuneration to him, with effect from 1st July, 2024.
• Re-appointment of Mr. Jay Mohanlal Shah (DIN: 09761969), as Whole-time Director of the Company and approval on payment of remuneration to him, with effect from 1st November, 2024.
Resignation of Director
Mr. Jay Mohanlal Shah (DIN: 09761969) had tendered his resignation from the post of Director and Wholetime Director of the Company, with effect from 6th May, 2024, for his better future prospects.
Declaration of Independence
The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of SEBI Listing Regulations confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
Key Managerial Personnel
Following are Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013:
1) Mr. Vivek Jain - Managing Director
2) Mr. Manoj Agrawal - Chief Financial Officer
3) Mr. Bhavin Desai - Company Secretary and Compliance Officer
8. BOARD RELATED INFORMATION Meetings of the Board
Four (4) Board Meetings were held during the financial year ended 31st March, 2024. For further details, please refer to the Corporate Governance Report, which forms part of this Integrated Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.
Composition of Audit Committee
The Audit Committee comprised four (4) Members out of which three (3) are Independent Directors and one (1) is an Executive Director. During the year under review, four (4) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
Performance Evaluation
In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a Whole, Committees of Board, Individual Directors and Chairperson of the Company, fulfilment of the independence criteria and independence of Independent Directors from the Management for the Financial Year 2023-24. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 7th February, 2024 had noted that the Annual Performance of each of the Directors is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.
Familiarization Programme for Independent Directors
The Company has conducted familiarization programme for Independent Directors during the year. The details for the same have been disclosed on the website of the Company at the web-link https://www.gfl.co.in/upload/ pages/8330b20087fb2a219478518d3e8310c3.pdf
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is available at the web link https://www.gfl.co.in/upload/ pages/cb6ba6345d09cb9d816af1bb665c860a.pdf
The salient features and objectives of the Policy are as follows:
a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;
b. To formulate criteria for determining qualification, positive attributes and Independence of a Director;
c. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP Senior Management Personnel & other employees to work towards the long term growth and success of the Company.
Directors' Responsibility Statement as per SubSection (5) of Section 134 of the Companies Act, 2013
To the best of their knowledge, belief and according to the information and explanations obtained by your Directors, they make following statements in terms of Sections 134(3)(c) of the Companies Act, 2013:
i. in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
ii. 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 at the end of the Financial Year and of the profits of the Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. t he Directors had prepared the Annual Accounts on a going concern basis;
v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and
vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report
Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations read with Para B of Schedule V is presented in a separate Section forming part of this Annual Report.
Corporate Governance Report
The Company has complied with the corporate governance requirements under the Act, and the SEBI Listing Regulations. A separate section on Corporate Governance along with a certificate from practicing Company Secretary regarding compliance of conditions of Corporate Governance is attached as ANNEXURE - 1.
In compliance with the requirements of Regulation 17 of SEBI Listing Regulations, a certificate from the Managing Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.
All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is annexed as a part of the Corporate Governance Report.
Business Responsibility and Sustainability Report
A Business Responsibility and Sustainability Report as per Regulation 34 (2) (f) of the SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is annexed to this report as ANNEXURE - 2.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no orders passed by any Regulators or Courts or Tribunals impacting the going concern status of the Company and the Company’s operations in future.
10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities are provided in the Standalone Financial Statements of the Company. For details, please refer to Note no. 9, 10, 37, 45, 47 and 52(i) of the Standalone Financial Statements of the Company.
11. SUBSIDIARIES AND JOINT VENTURE
The Company has 9 (Nine) Subsidiaries as on 31st March, 2024. There is 1 (One) Joint Venture Company within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries.
During the Financial Year 2023-24, the following Subsidiary and Step-down Subsidiary of the Company were incorporated:
• IGREL Mahidad Limited, Subsidiary of the Company incorporated in March, 2024 in India proposed to be engaged in Generation, accumulation, transmission, distribution, purchase, sell and supply of electricity power by using conventional and/ or non-conventional energy sources.
• GFCL EV Products Americas LLC, Wholly-owned Subsidiary of GFCL EV Products Limited, Wholly-owned Subsidiary of the Company incorporated in February, 2024 in United States of America proposed to be engaged in Trading and Warehousing of Products and Constituents going into EV / ESS batteries.
A separate statement containing the salient features of financial statements of all Subsidiaries and Joint Venture of the Company forms a part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act. In accordance with Section 136 of the Act, the Financial Statements of the subsidiaries and joint venture are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays,
Sundays and public holidays upto the date of ensuing Annual General Meeting ('AGM’). Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.gfl.co.in. The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed on the website of the Company at https://www.gfl.co.in/ upload/pages/1df90f4ee914983e2e0c7dd1b0815cdd. pdf.
The Report on the performance and financial position of each of the Subsidiaries and Joint Venture Companies of the Company is annexed to this report in Form no. AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Act and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as ANNEXURE - 3.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE - 4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR Policy is available on the Company’s website at https://www.gfl.co.in/upload/ pages/6b1b59ceda092ea23f013e89e01eb86d.pdf.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Section 177(9) of the Act read with Regulation 22(1) of the SEBI Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and Employees to report improper acts or genuine concerns or any leak or suspect leak of Unpublished Price Sensitive Information. The Company has accordingly established a Vigil Mechanism/Whistle Blower Policy for all its Employees and Directors to report improper acts. The details of the said mechanism and policy are available on the Company’s website at https://www.gfl.co.in/ upload/pages/586e7645e3df22f3cd8c55abc0ad6dce. pdf.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations.
The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link: https://www.gfl.co.in/ upload/pages/efdfa33832f852b922f5c2513ad94df9. pdf
All transactions entered with Related Parties for the year under review were on arm’s length basis and were in ordinary course of business and there were no related party transactions which could be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and disclosure in Form no. AOC-2 is not required to be annexed to this report. Further, the details of the transactions with Related Parties are provided in the accompanying Financial Statements.
15. DEPOSITS
During the year under review, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. Therefore, requirement of disclosure of details relating to deposits as per Section 134(3)(q) of the Companies Act, 2013 read with rules made thereunder is not applicable.
16. AUDITORS
A. Independent Auditors
The Members at their 1st Annual General Meeting held on 6th August, 2019 had appointed M/s Patankar & Associates, Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of 1st Annual General Meeting until conclusion of 6th Annual General Meeting.
Further, in terms of Sections 139 and 142 of the Act, the Board of Directors have, on the recommendation of the Audit Committee, recommended the re-appointment of M/s Patankar & Associates, Chartered Accountants, Pune as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years from
the conclusion of the 6th Annual General Meeting till the conclusion of 11th Annual General Meeting, for the approval of the Members. Accordingly, an Ordinary Resolution seeking Members’ approval for the same forms part of the Notice of the 6th Annual General Meeting forming part of this Integrated Annual Report.
The Company has received a written consent and eligibility certificate from M/s Patankar & Associates, Chartered Accountants, Pune, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
There are no reservations, modifications or adverse remarks in the Independent Auditor’s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134(3)(f) of the Act.
B. Cost Auditor
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant in practice who shall be appointed by the Board on recommendation of Audit Committee.
In view of the above, the Company has made and maintained such cost accounts & records and has appointed M/s Kailash Sankhlecha & Associates to audit the cost records maintained by the Company for Financial Year 2023-24 on a remuneration of ' 5,00,000/- p.a.
As required under the referred Section of the Act and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members’ ratification for the remuneration payable to M/s Kailash Sankhlecha & Associates, Cost Auditors is included at Item No. 7 of the Notice convening the Sixth Annual General Meeting.
C. Internal Auditors
The Board of Directors have re-appointed M/s Sharp & Tannan Associates, Chartered Accountants, Vadodara and M/s Kashiparekh & Associates, Chartered Accountants, Ahmedabad
as Internal Auditors of the Company for the Financial Year 2024-25.
Internal Financial Controls
The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company. One of the Internal Auditors of the Company also tests the internal controls independently.
D. Secretarial Auditor
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Samdani Shah & Kabra, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company.
The Secretarial Audit Report given by M/s Samdani Shah & Kabra for the Financial Year 2023-24, is annexed herewith as ANNEXURE - 5 in Form no. MR-3. The Secretarial Auditor, in its report, has given certain observation. The management reply against observation raised by Secretarial Auditor is as under:
Qualification / Observation:
1. Half of the Board of Directors shall be comprised of Independent Directors. The Board Composition is not in compliance with the said requirement.
2. Non-disclosure of extent and nature of security created and maintained with respect to secured listed Non-convertible Debentures ('NCDs') of the Company, in the Financial Statements ('Financial Results') for year ended on 31st March, 2023 as submitted with BSE Limited on 5th May, 2023.
Management Response on the above Qualification/Observations:
1. The Company had appointed Dr. Bir Kapoor, as Deputy Managing Director of the Company w.e.f. 3rd November, 2023, and as a result, the total strength of Board becomes 11 (Eleven) Directors that includes 5 (five) Independent Directors. However, Mr. Jay
Shah, Whole Time Director of the Company had tendered his resignation w.e.f. 6th May, 2024. As a result, the total strength of Board becomes 10 (Ten) Directors that included 5 (five) Independent Directors. Hence, with effect from 06th May, 2024, the Company is complied with Regulation 17 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. The Company had received Security Cover Certificate from Statutory Auditors on 8th May, 2023 and accordingly, the same had been submitted by the Company with BSE Limited on 8th May, 2023. Further, the Company has also paid ' 3,450/- towards fine imposed on the Company through electronic transfer of funds on 15th July , 2023.
During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.
E. Reporting of Frauds
During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, either to the Audit Committee or Board under Section 143(12) of the Act details of which need to be mentioned in this Report.
17. SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems were adequate and operating effectively.
18. ANNUAL RETURN
Pursuant to Section 134 (3) (a) of the Act, the copy of the Annual Return has been placed on the Company's website, available on web link at https://gfl.co.in/ assets/pdf/GFCL%20-%20Form MGT 7%20-%20 2023-24.pdf.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as ANNEXURE - 6.
20. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ANNEXURE - 7.
In accordance with the provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.
In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members of the Company excluding information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, may write to the Company Secretary of the Company.
21. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment are of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO 14001:2004 (Environment Management System), ISO 18001:2007 (Occupational Health and Safety Management System) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and Dahej Units. For more details, please refer to the natural capital of Integrated Annual Report.
22. INSURANCE
The Company's property and assets have been adequately insured.
23. RISK MANAGEMENT
The Risk Management Policy of the Company, which is approved by the Risk Management Committee of the Board ('RMC') and the Board of Directors have provided
the framework of Enterprise Risk Management ('ERM') by describing mechanisms designed to identify, assess and mitigate risks appropriately. The RMC has been entrusted with the responsibility to assist the Board in:
1. Measures for risk mitigation including systems and processes for internal control of identified risks and Business continuity plan;
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To monitor and oversee implementation of the Risk Management Policy, including evaluating the adequacy of risk management systems etc.
24. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The following is the summary of sexual harassment complaints received and disposed of during the Financial Year 2023-24:
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.
26. INSOLVENCY AND BANKRUPTCY CODE
There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
27. ONETIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
There was no instance of onetime settlement with any Bank or Financial Institution during the year under review.
28. ACKNOWLEDGEMENT
The Board wish to place on record their appreciation to the Investors, Bankers, Customers, Business
Associates, all Regulatory and Government authorities for their continued support, encouragement and confidence reposed in your Company’s management.
The Board also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution towards growth of your Company.
By Order of the Board of Directors
Devendra Kumar Jain
Date: 13th August 2024 Chairman
Place: New Delhi DIN: 00029782
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