TO SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2023
To the Members of GOCL Corporation Limited
Your Directors have pleasure in presenting their Sixty Second Annual Report and Audited
Accounts for the year ended March 31, 2023.
There were 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
these financial statements relate and the date of this Report.
1. FINANCIAL RESULTS
|
|
|
|
(Rs. in Lakhs) |
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Profit after providing for Depreciation and before extraordinary items and taxation |
33907.96 |
6293.68 |
35599.24 |
5831.44 |
Exceptional Items |
(1021.97) |
12761.04 |
-- |
-- |
Profit Before Taxation |
32885.99 |
19054.72 |
35599.24 |
5831.44 |
Taxation: |
|
|
|
|
Current Tax - Current Year |
12740.14 |
1314.05 |
12180.71 |
957.00 |
Deferred |
(969.47) |
131.05 |
133.28 |
104.09 |
Profit After Taxation |
21115.32 |
17609.62 |
23285.25 |
4770.35 |
Appropriations: |
|
|
|
|
Dividend paid during the year |
(1487.17) |
(1982.90) |
(1487.17) |
(1982.90) |
Transfer to General Reserve |
- |
- |
- |
- |
Balance carried to Balance Sheet |
19628.15 |
15626.72 |
21798.08 |
2787.45 |
EPS (of Rs.2/- each) |
42.59 |
35.52 |
46.97 |
9.62 |
Transfer to Reserves
During the year under review, the Company has not transferred any amount to reserves.
The Board of Directors has decided to retain the entire profit of the financial year
2022-23 in the distributable retained earnings.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company prepared in accordance with
relevant Accounting Standards issued by the Institute of Chartered Accountants of India
form part of this Annual Report. These statements have been prepared on the basis of
audited financial statements received from the subsidiary companies as approved by their
respective Board of Directors.
There is no change in the nature of business of the Company or the Subsidiaries.
Rule 8(5)/(xi) and (xii) are not applicable as there were no proceedings against your
Company under the Insolvency and Bankruptcy Code, 2016. There was no one time settlement
of financial dues etc.
2. DIVIDEND
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and
adopted a Dividend Distribution Policy. The policy details various considerations, the
Company's dividend track record, usage of retained earnings for corporate actions, etc.
based on which the Board may recommend or declare Dividend. The Dividend Distribution
Policy is available on the Company's website at
http://www.goclcorp.com/downloads/investor/ policy/DividendDistribution2021.pdf.
The said Policy lays down various factors which are considered by the Board while
recommending dividend for the year.
The Board has in its meeting held on 30th May 2023 recommended a Dividend of Rs.5.00
per share (250%) for the financial year 2022-23 and a Special Dividend of Rs.5.00 per
share (250%), totalling to a Dividend of Rs.10.00 per share (500%) for the financial year
2022-23. These dividends, if approved by the Shareholders at the ensuing Annual General
Meeting, will be paid out of the profits for the current year to all the Shareholders of
the Company whose names appear on the Register of Members / Beneficiary details received
from the Depositories as at the date of Book Closure.
Your Company is in compliance with its Dividend Distribution Policy as approved by the
Board.
3. CREDIT RATING
Infomerics Valuation and Rating Private Limited (IVR) has assigned a long-term rating
of IVR A- and short term rating of IVR A2+ for the Company.
4. OPERATIONS AND STATE OF AFFAIRS
Standalone:
The net Income of the Company was Rs.531 crores (previous year of Rs.185 crores). The
profit before tax was Rs.355.99 crores (H 58.31 crores). The profit after provision for
current tax of Rs.121.81 crores and deferred tax of Rs.1.33 crores was Rs.232.85 crores (H
47.70 crores) resulting in an EPS of Rs.46.97 for the year (H 9.62).
Consolidated:
On a consolidated basis, the net Income of the Company was Rs.1410 crores (H 623
crores). Profit after tax increased to Rs.211.15 crores (H 176.10 crores). As a result,
EPS increased by 20% to Rs.42.59 per share.
The wholly owned subsidiary, IDL Explosives Limited achieved a total Income of Rs.785
crores (H 400 crores).
5. DIVISIONAL PERFORMANCE
5 1 Business Operations
5.2 Energetics
Energetics business achieved a turnover of Rs.139 crores during the year under review.
This is the highest ever turnover. The improved performance has been contributed by both
the domestic and export sales. The Division continues its focus on value added products
and electronic detonators.
5.3 Bulk and Cartridge Explosives
Explosives and Cartridges business under the wholly owned subsidiary, achieved a
business turnover of Rs.751 crores for the year which was 96% more than the previous year.
High fluctuations in the ammonium nitrate price has affected performance during the year.
Stability of ammonium nitrate prices with robust demand from PSU and private players is
expected to ensure better performance in the current year.
5.4 Electronics
The Electronics business posted encouraging results with a turnover of Rs.16 crores, a
growth of 33% and a strong order book for FY 24 having its customers in the automotive and
defence space. We have entered in to an MOU with Gulf Oil Lubricants India Limited and
Ashok Leyland Limited to develop and manufacture future ready EV chargers and auto
electronics parts. The facility has been augmented with additional 8000 sft to accommodate
new orders. AS9100D certification is under process and expected in Q2 of 2024. We have
expanded of the R&D team with new design team to cater to various customer
requirements and working on TS16949 certification for effective implementation of
automotive quality standard.
5.5 Special Projects
In the Defence and Space sectors, we have absorbed Transfer of Technology (TOT) from
Defence Research and Development Organisation (DRDO) for Canopy Severance System (CSS).
The Company has executed orders and receiving many enquiries from DRDO/ HAL/Indian Air
Force for supply of Canopy Severance System. R&D work and product trials for
Electronic Fuze with indigenously developed explosive train have been successfully
completed in-house qualification tests and expecting production lot to be supplied in F24
and will be added to our existing product portfolio. We have also successfully conducted
in house qualification tests and executed trial order for supply of Squib Pyro Cutter and
EAPRV Squib. This business achieved a turnover of Rs. 4 crores during the year under
review (previous year Rs. 6 crores).
The 2.1 Seconds Delay Pyro for Brahmos project with required modification in
specification as per STAR DRDL project developed, conducted trials and successfully
supplied to DRDL for STAR project and further orders are expected in F24.
The Metal Cladding business achieved a turnover of Rs.10.16 crores during the year
under review (previous year Rs.7.10 crores). Considering the orders on hand, performance
of this business is expected to be better during the subsequent years banking on the track
record of zero-accident, zero-customer complaint and on-time-delivery.
5.6 Exports
The Company and its wholly owned subsidiary achieved export sales of Rs.90 crores
against Rs.44 crores in the previous year with growth of 105% on annual basis.
The Company has developed new customers in the Asia-Pacific region and obtained repeat
orders from East Africa, Middle East and South America utilizing our better portfolio of
products and experience with shipping logistics. The Company has a healthy order book for
the current financial year and expects better business in FY 24.
The Company is focused on increasing exports by developing new customers and higher
volumes with existing customers. The Company will maintain its thrust in exports by adding
products in existing markets and foraying into new markets.
5.7 Real Estate Bengaluru
Ecopolis', the Company's mixed-use commercial project, is a joint development
project with Hinduja Realty Ventures Limited. The project is located in the growth
corridor of North Bengaluru. The 38.15 acres Techpark comprising of SEZ and commercial
office space, is being constructed in phases.
Phase 1, of over 14.54 lac sft comprises of office building e3' and Multi Level
Car Parking space (MLCP) with a leasable area of over 7.64 lac sft. e3' is a LEED
Gold certified building, which is operational with IT/ ITES clients working in the
building. This building has 3 levels of basement to accommodate clients' car parking
requirements with ground floor and 10 upper floors. The MLCP consisting of 11 levels is
designed as an infrastructure bank, which accommodates DG sets on the ground level, hybrid
HVAC chillers on the terrace level and additional car parks in the remainder levels which
will cater for three buildings in the campus.
The Company is exploring alternate ways of generating income from the property.
Hyderabad
The Company had in the year 2012 entered into a Joint Development Agreement (JDA) in
respect of the land situated at Kukatpally, Hyderabad with Hinduja Estates Private Limited
(HEPL). With a view of an early monetization of the property, the Company has completed
sale of 44 acres of land for a consideration of Rs.451 Crores and the sale consideration
is deployed profitably.
6. PROMOTER OF THE COMPANY
Hinduja Capital Limited (HCL) Mauritius, earlier known as Hinduja Power Limited,
Mauritius continued to reinforce their confidence in the long term prospects of your
Company with their shareholding in the Company at 73.83%.
There were no transactions with the Promoter of the Company during the year under
review other than payment of dividend in the normal course.
7. PUBLIC DEPOSITS
The Company has during the earlier financial year repaid / prepaid all the public
deposits and there were no outstanding public deposits at the beginning of the year under
review. The Company has not accepted any public deposits during the year. Thus, there are
no unpaid, unclaimed or outstanding public deposits or outstanding interest as at March
31, 2023. The Board of Directors of the Company may consider accepting fresh public
deposits at the appropriate time, as per the regulatory changes under the Companies Act,
2013.
8. SUBSIDIARIES:
The Company has at present two subsidiaries which are material subsidiaries.
Out of the two material subsidiaries, one is in India, namely IDL Explosives Limited.
The other material subsidiary, namely HGHL Holdings Limited is in the UK and is an
investment company. APDL Estates Limited, which was also a wholly owned subsidiary, got
merged/amalgamated with the Company during the year under review and ceased to be in
existence. The annual performance of the subsidiaries is as under:
IDL Explosives Limited reported a loss of Rs.32.80 crores (profit of Rs.0.84 crores).
This was due to the high raw material prices, mainly ammonium nitrate on account of unrest
in Central Asia.
HGHL Holdings Limited, UK reported a profit of Rs.12.85 crores (H 153.40 crores).
In accordance with section 136 of the Companies Act, 2013, the audited Financial
Statements including Consolidated Financial Statements and related information of the
Company and audited accounts of the each of its subsidiaries are available on our website
www.goclcorp. com. These documents will also be available for inspection till the date of
AGM during working hours at our Registered Office. A statement containing salient features
of the financial statement of the above subsidiaries are disclosed in Form-AOC 1 as Annexure-A'
to this Report.
Overseas subsidiary
Post the divestment of Quaker holding, the net worth of HGHL stands at Rs.785 crores.
HGHL has availed of a StandBy Letter of Credit (SBLC) of USD 200 million to pursue an
opportunity in the United Kingdom in a hospitality project. This SBLC facility availed by
HGHL is collaterally secured by the factory land parcel of the Company at Hyderabad The
Company continues to receive commission of 100 bps per annum for providing security for
the SBLC. Besides, HGHL has a 10% stake in the company implementing the hospitality
project.
9. HUMAN RESOURCES / INDUSTRIAL RELATIONS:
Your Company's Core Values are as follows: 1) Ethics & Integrity; 2) Safety; 3)
Innovation & Creativity; 4) Quality and 5) Customer Focus.
Your Company accords paramount importance to health and safety of its employees and
workforce. Class room and on-job trainings imparted to the employees on Safety, Quality
and Standard Operating Procedures (SOP) aspects.
Safety
Safety being one of the core values, lays the foundation for the best safety culture.
Your Company believes that safety is the key factor for overall health and performance.
Safety of people is achieved through inherent design of operations, safety distances,
remote operations, process interlocks, strict enforcement of the safety procedures,
preventive maintenance, good housekeeping and training.
Considering the nature of the operations of your Company, the Safety Review Committee
of the Board reviews and overseas the safety management processes on a periodic basis and
provides valuable inputs.
Safety and Security review by the top management is being carried out on monthly basis
to increase the effectiveness of the safety culture within the organization. Central
Safety Committee meetings take place on quarterly basis to bring out the safety issues
from the shop floors. Strengthening of CCTV surveillance monitoring in vulnerable process
areas, safety walk through audits by the cross functional teams, have helped to strengthen
the overall safety processes in the Hyderabad Works.
Safety training programs are being carried out on regular basis on safe operating
procedures and safe handling of hazardous materials. Emergency evacuation mock drills are
regularly carried out to assess the onsite emergency preparedness as per the protocols and
mitigation and rescue exercises. Regular EHS inspections, internal and external safety
audits are being carried out to identify all kinds of hazards in the work place and
suitable action plan is being implemented to create a safe work place in the organization.
Safety Tools like HAZOP, HIRARC, EAI, JSA and Leading and Lagging Indicators are in use to
address all kinds of safety issues.
The Hyderabad Factory follows Integrated Management Systems which enhances the
credibility of the organization in the international market.
Your Company continually strives for improvement of its processes through automation
technologies, introduction of new machineries and remote operations with PLC controls
which reduces human intervention in critical operations thereby maintaining safe work
places. Behaviour based safety is achieved through employee consultation and
participation, continuous refresher trainings and enforcement of strict safety rules and
procedures. The Hyderabad factory of your Company has been awarded the Best
Management Award' by Labour Minister, Labour Department, Telangana on the occasion of May
Day 2022 for meritorious contribution in the industries sector in the State of Telangana.
Research and Development
Your Company has a strong focus on Research & Development, self-contained in terms
of tooling, design, instrumentation, production and testing. We have developed new
variants of electronic detonators with enhanced safety and better efficiency Statutory and
regulatory approvals for these new products have been received, trials taken and the same
will set a benchmark in explosives industry. We are in compliance with the PESO online
system for Explosive Tracking and Tracing (SETT) and every explosive transaction is being
carried out with enhanced transparency in explosive manufacturing, transportation and
storage.
Occupational Health
Occupational health of employees is given the utmost importance and suitable ergonomic
work places are designed with proper illumination and fresh air ventilation. The work zone
air monitoring is carried out on regular basis to assess the environment in the workplaces
and complying with the work place exposure norms by statutory authorities. Specialized
medical tests for occupational health hazards are carried out periodically for all the
employees. Health and hygiene medical tests are carried out for all canteen employees to
ensure hygienic food in the canteen.
As a part of preventive healthcare, the Hyderabad Factory regularly organizes free
medical check-ups for all the employees and workers in association with reputed
multispecialty corporate hospitals. The in-house Occupational Health Centre is equipped
with new upgraded equipment to take good care of the employee health.
Security
Strengthening of the security of the operations and the facilities is taken up on
regular basis by adopting technology and improvisation such as installation of more and
more CC cameras for monitoring unauthorised movements, illegal activities and
encroachments. All security documents, records and registers are updated for strengthening
the security and SOPs are updated as per IB recommendations. Training programmes have been
conducted in the area of fire fighting and handling of fire extinguishers by safety
personnel and fire crew. Regular trainings are imparted to the security guards along with
DO and DON'T instructions.
Recognising the quality and the efficacy of your Company's systems and the procedures
in the area of safety and security, the State / Central Government deputes their security
personnel to undergo training with the Company
Employment Practices & Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Your Company believes in fair employment practices and is committed to provide an
environment that ensures that every employee is treated with dignity and respect and is
provided equitable treatment. Your Company has a large proportion of women in the
workforce and has adopted a Policy in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there
under. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this policy. No complaint was
received in this regard, during the year. Regular awareness programmes are conducted and
the Company's policies are propagated through the periodic townhall' meetings and
electronic display boards at various places.
10. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134 of the Companies Act, 2013:
(a) that in the preparation of the annual accounts/ financial statements for the
financial year ended 31st March 2023, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;
(b) that the accounting policies as mentioned in the financial statements were selected
and applied consistently and reasonable and prudent judgments and estimates were made 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 profit and loss of the company for that period;
(c) that proper and sufficient care had been taken 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;
(d) that the annual accounts were prepared on a going concern basis;
(e) that proper internal financial controls were in place and that such internal
financial controls are adequate and were operating effectively; and
(f) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In compliance with Section 135 of the Companies Act, 2013 and other applicable
provisions, the Company has constituted Corporate Social Responsibility Committee. The
Committee presently consists of Mr. Sudhanshu K Tripathi, Non-Executive Director and
Chairman of the Board as Chairman of the Committee, Mr. Aditya Sapru, Independent Director
and Mr Gopal Raman, Non-Executive Director as the other Members of the Committee. The
Committee met once during the year. The CSR Policy of the Company is displayed on the
website of the Company.
The Company had incurred CSR expenditure of Rs.50 lakhs during the financial year
2020-21 which was in excess of its obligation in that year. The excess amount has been set
off in the subsequent financial year(s). Further amount was spent during the year under
review for undertaking a study for rejuvenation of IDL Lake' in the vicinity of the
Company's facilities. The Annual Report on CSR activities is annexed herewith as Annexure-
B'. The Chief Financial Officer of the Company has furnished the certificate under
Rule 4 of the Companies (CSR) Rules, 2014.
12. AUDITORS
Statutory / Financial Audit
Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W /
W100048) was appointed as Statutory Auditors of the Company at the 61st Annual General
Meeting of the Company held in 2022 for a period of five years from conclusion of the 61st
Annual General Meeting until the conclusion of 66th Annual General Meeting of the Company.
The Auditors' Report for FY2023 does not contain any qualification, reservation or
adverse remark. The Report is enclosed with the financial statements in this Annual
Report.
Cost Records and Cost Audit
In terms of Section 148 of the Companies Act 2013 and the Companies (Cost Records &
Audit) Rules, 2014, the Company, being manufacturer of Detonators, Detonating Fuse,
Explosives, etc. maintains proper cost records as specified by the Central Government and
is also required to appoint a cost auditor. Accordingly, the Board of Directors has
appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad as the Cost Auditors
of the Company for the financial year 2022-23.
Secretarial Audit
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 has
appointed BS & Company Company Secretaries LLP, Company Secretaries, Hyderabad to
undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Auditors' Report for fiscal 2023 does not contain any qualification,
reservation or adverse remark. The Secretarial Audit Report is annexed herewith as Annexure
C1'.
Secretarial Audit of Material Unlisted Indian Subsidiary
Secretarial Audit of IDL Explosives Limited, the material unlisted Indian subsidiary of
the Company was also undertaken by BS & Company Company Secretaries LLP, Company
Secretaries, Hyderabad for the financial year 2022-23 and their Report is annexed Annexure
C2' to this Report in terms of Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2022-23 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by BS &
Company Company Secretaries LLP, Company Secretaries, Hyderabad has been submitted to the
Stock Exchanges within the specified time and same is annexed here with as Annexure
C3'.
Compliance with Secretarial Standards
The Company complies with Secretarial Standards issued by the Institute of Company
Secretaries of India.
Internal Auditor
In terms of Section 138 of the Companies Act 2013, The Board of Directors of the
Company has appointed Ernst & Young LLP as Internal Auditors to conduct Internal Audit
of the Company for FY 2022-23. The Company also has an in-house internal audit department.
There was no qualification, reservation or adverse remark or disclaimer in the auditors
report, cost audit report or the secretarial audit report.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Directors or Officers or Employees to the Audit Committee under Section 143(12) of
the Companies Act, 2013, details of which needs to be mentioned in this Report.
13. INTERNAL FINANCIAL CONTROLS
In order to ensure orderly and efficient conduct of the business, safeguard the assets,
ensure the accuracy and completeness of the accounting records and timely preparation of
reliable financial information and financial statements, the Company has put in place
adequate Internal Financial Controls in the form of various policies and procedures.
Adequacy and effectiveness of the Internal Financial Controls of the Company are validated
on annual basis by an external audit firm who provide assurance to the Board and the
statutory Auditors.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act, 2013 and Regulation 22 of Listing
Regulations, the Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. The details of the vigil mechanism are displayed on the website of
the Company. The Audit Committee reviews the functioning of the vigil / whistle blower
mechanism from time to time. There were no allegations / disclosures / concerns received
during the year under review in terms of the vigil mechanism established by the Company.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of other loans, guarantees, securities and investments made by the Company,
are in the notes to the financial statements forming part of the Annual Report.
There were no loans or advances in the nature of loans to firms/companies in which
directors are interested, either by the Company or its subsidiaries.
16. TRANSFER OF UNCLAIMED DIVIDENDS AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND
During the year under review, your Company transferred unclaimed dividend amount of
Rs.986878.00 (pertaining to dividend for FY 2014-15) to the Investor Education and
Protection Fund in compliance with the applicable provisions of the Companies Act, 2013.
Your Company also transferred during the year 23489 shares to the IEPF Authority, in
respect of which dividend had remained unclaimed for a consecutive period of 7 years. The
Company Secretary is the Nodal Officer under the IEPF Rules.
The concerned Shareholders, whose dividend is unclaimed, are requested to claim their
dividends by contacting the Company/ its Registrar & Transfer Agent (RTA).
17. DIRECTORS and KMPs
During the year there were some changes in composition of the Board of Directors.of the
Company.
Mr. Ajay P Hinduja (DIN: 00020414) has resigned as Chairman and Non - Executive
Director of the Company w.e.f. November 9, 2022 due to increasing demand on his time for
other initiatives of the Hinduja Group. The Board wishes to place on record its
appreciation for the significant contribution made by Mr. Ajay Hinduja to the business and
Board governance and thanked him for his services to the Company.
The Board then unanimously elected Mr. Sudhanshu Tripathi as Chairman of the Board.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company Mr. Sudhanshu Tripathi retires by rotation at the 62nd Annual
General Meeting of the Company and is eligible for reappointment. The Board recommends his
re-appointment.
During the year under review, on the recommendation of the Nomination and Remuneration
Committee, the Board had appointed Mr. Amar Chintopanth (DIN: 00048789) as an Independent
Director with effect from March 27, 2023 and Mr. Gopal Raman (DIN: 03286754) as a Director
(NonExecutive & Non Independent) with effect from March 27, 2023, which were approved
by the Shareholders effective May 23, 2023 by way of Postal Ballot and e-voting.
The number and details of the meetings of the Board and other Committees are furnished
in the Corporate Governance Report. There was no instance of recommendation of a Board
Committee has not been accepted by the Board.
There were no pecuniary relationships or transactions with any Directors other than
payment of sitting fees and Directors' Commission. There were no stock options issued to
any Directors.
The Independent Directors have furnished declarations of independence under Section 149
of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. They have
also confirmed 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 judgment and without any external influence.
Further, the Board after taking these declarations/ disclosures on record and
acknowledging the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors of the Company and are Independent of the Management.
All the Directors of the Company including the Independent Directors have affirmed
Codes of Conduct as applicable. None of the Directors are disqualified to act as
Directors. The Company has obtained a certificate to this effect from a practising Company
Secretary and is furnished in the Annual Report.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and are members of
Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
Disclosure of Expertise / Skills / Competencies of the Board of Directors
The list of core skills / expertise / competencies identified by the Board of Directors
of the Company as required in the context of its business (es) and sector(s) for it to
function effectively and those actually available with the Board, form part of the
Corporate Governance Report.
Directors' Appointment and Remuneration Policy
The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company and
formulates the criteria for determining qualifications, positive attributes and
independence of Directors in terms of provisions of Section 178 (3) of the Act and the
Listing Regulations. The Board has in an earlier year, on the recommendations of the
Nomination and Remuneration Committee, framed a policy for remuneration of the Directors
and Key Managerial Personnel. The objective of the Company's remuneration policy is to
attract, motivate and retain qualified and expert individuals that the company needs in
order to achieve its strategic and operational objectives, whilst acknowledging the
societal context around remuneration and recognizing the interests of Company's
stakeholders. There is no change in the policy during the year under review.
The Non-Executive Directors (NED) are remunerated by way of Sitting Fee for each
meeting attended by them and an annual commission on the profits of the Company.
Commission to respective non-executive directors is determined on the basis of an
objective criteria discussed and agreed upon by the Committee Members unanimously. NEDs
are reimbursed any out of pocket expenses incurred by them in connection with the
attendance of the Company's Meetings.
Directors and Officers Liability Insurance (D&O')
As per the requirements of Regulation 25(10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has taken Directors and Officers
Liability Insurance (D and O insurance') for all its Directors and members of the
Senior Management.
Particulars of Employees and Remuneration
The information required under Section 197 (12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure D'. The information required under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in the Annexure forming part of the Report.
None of the employees listed in the said Annexure is related to any Director of the
Company.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E'.
19. INFORMATION ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited and the National Stock
Exchange of India Limited and the Listing Fees have been paid to them are up to date.
20. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)
The Company being part of the top 1000 listed Companies in India, is required to submit
the Business Responsibility and Sustainability report (BRSR) for the year ended March 31,
2023, in place of the Business Responsibility Report. The BRSR forms part of this Annual
Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as Annexure-F'
21. CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditors' Certificate on its
compliance with the corporate governance requirements under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") is attached as Annexure G' to this
Report.
22. RELATED PARTY TRANSACTIONS
No material related party transactions / arrangements were entered into during the
financial year. Related party transactions including those approved in earlier years and
continued during the year, were on an arm's length basis and were in the ordinary course
of business. During the year under review, there were no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
which may have a potential conflict with the interest of the Company at large.
All related party transactions / arrangements, mostly with the wholly owned
subsidiaries, are on arm's length basis and are in the ordinary course of business. The
Audit Committee/Board reviews all the related party transactions on periodic basis. The
policy on Related Party Transactions as approved by the Board is displayed on the
Company's website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company. Details of the transactions with Related Parties are provided in the accompanying
financial statements.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant or material order(s) passed by
the Regulators / Courts which would impact the going concern status of the Company and its
future operations.
In the month of July 2023, the Hon'ble Supreme Court of India has dismissed the
Company's review petition in respect of the leased land at Kukatpally. We are evaluating
the impact of this on the normal operations of the Company and will take remedial steps
accordingly.
24. ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, the Annual
Return in Form MGT- 7 is available at the weblink: https://goclcorp.com/
downloads/investor/annual returns/Form MGT 7-GOCL Corporation-2022-23.pdf
25. DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
The Company has in earlier year made investment, considered as downstream
investment' under the Foreign Exchange Management Act, 1999. The Company adheres to the
Foreign Exchange Management Act, 1999 and the Regulations thereunder with respect to
downstream investments made by it.
The Company has obtained a certificate from the Statutory Auditors certifying that the
Company is in compliance with the Foreign Exchange Management Act with respect to the
downstream investment.
26. RISK MANAGEMENT
Details of development and implementation of risk management policy for the Company
including identification of elements of risks form part of the Management Discussion and
Analysis. The Risk Management Committee of the Board reviews and overseas the risk
management process of the Company.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of your Company and its
businesses is given in the Management Discussion and Analysis, which forms part of this
Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
ACKNOWLEDGEMENTS
Your Directors would like to express and place on record their appreciation for the
continued co-operation and support received from the Shareholders, Banks, Government of
India, various State Government, regulatory authorities and agencies, customers, vendors
during the year under review. Your Directors also place on record their deep appreciation
to the employees for their continued dedication, commitment, hard work and significant
contributions to the Company in very competitive market conditions. The Directors also
thank the Company's investors, business associates, for their continued cooperation and
support.
for and on behalf of the Board of Directors |
|
Place: Hyderabad |
Sudhanshu Tripathi |
Date: August 11, 2023 |
Chairman |
|