ghcl ltd Directors report

To the Members of

GHCL Limited,

Your directors take pleasure in presenting the 4th Integrated Report, prepared as per the framework set forth by the International Integrated Reporting Council, (IIRC) and the 39th Annual Accounts on the business and operations of your Company, along with the summary of standalone and consolidated financial statements for the year ended March 31, 2022. The economic contraction in the initial part of the year (FY 2021_22) was very challenging due to 2nd wave of Covid 19 lockdown; however, after easing of lockdown restrictions and improving macro trends, which leads to enhanced traction across industries, almost back to pre-pandemic levels. Accordingly, your Company observed sequential improvement in its business during the year, supported by favourable demand - supply dynamics backed by positive pricing scenario. The financial highlights of the Company for FY 2021_22 are given below:

A: FINANCIAL RESULTS

				Rs
	Standalone		Consolidated
Particulars	Year ended March 31, 2022	Year ended March 31, 2021	Year ended March 31, 2022	Year ended March 31, 2021
Net Sales /Income from Continued operations	3789.17	2498.23	3790.50	2498.64
Profit before interest and depreciation from Continued operations	992.29	604.05	991.15	609.90
Finance Cost from Continued operations	63.57	74.32	63.57	74.32
Profit before depreciation and amortisation - (Cash Profit)	928.72	529.73	927.58	529.58
from Continued operations
Depreciation and Amortisation from Continued operations	116.78	111.40	116.78	111.40
PBT before exceptional items from Continued operations	811.94	418.33	810.80	418.18
Profit before Tax (PBT) from Continued operations	786.97	418.33	810.80	418.18
Provision for Tax – Current from Continued operations	204.10	104.85	204.10	104.85
Tax adjustment for earlier years from Continued operations	(0.03)	(0.93)	(0.03)	(0.93)
Provision for Tax – Deferred from Continued operations	8.43	7.42	8.43	7.42
Profit after Tax from Continued operations	574.47	306.99	598.30	306.84
Profit from discontinued operations	81.46	4.07	70.37	20.39
Tax Expense of discontinued operations	(21.99)	(1.08)	(21.97)	(1.11)
Profit from discontinued operations after tax	59.47	2.99	48.40	19.28
Profit for the year	633.94	309.98	646.70	326.12
Other comprehensive income (OCI)	1.65	4.73	1.65	4.73
Total Comprehensive income for the period	635.59	314.71	648.35	330.85
Balance brought forward from last year	2279.83	1971.07	2262.73	1937.83
Appropriations
FVTOCI Reserve	0.33	(1.22)	0.33	(1.22)
Final Dividend	(52.27)	-	(52.27)	-
Balance carried to Balance Sheet	2861.83	2279.83	2857.50	2262.73

1. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy (‘DDP) in its meeting held on May 19, 2016. As per the DDP, the Boards endeavours is to ensure transparency in deciding the quantum of dividend and commit a dividend pay-out ratio including the dividend tax, in the range of 15% to 20% of pro_its after tax (PAT) on standalone financials of the Company. The Board of Directors while taking decision for recommendation of the dividend will take guidance from this policy and would ensure to maintain a consistent approach to dividend pay-out plans.

The Dividend Distribution Policy is available on the Companys website www.ghcl.co.in As per section 194 of Income Tax Act, a company is required to deduct TDS @ 10% on dividend payment if it exceeds

Rs. 5000/-. However, no TDS shall be deducted in the case of any dividend payment to Life Insurance Corporation, General Insurance Corporation of India, any other insurer and Mutual Funds etc. specifiied u/s 10(23D) of Income Tax Act. Moreover, as per section 195 of the Income Tax Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to Non Resident.

2. Dividend

Your Directors are pleased to inform that your Company has a consistent track-record of dividend payment for last 28 years. In line with the Dividend Distribution Policy, the Board of Directors of the Company (‘the Board) has recommended total Dividend of Rs. 15 per equity share of Rs. 10 each i.e. 150% on the paid up equity capital, (comprises of regular Dividend of Rs.10 per share and Special Dividend of Rs. 5 per share) for the financial year ended March 31, 2022 to be paid to those equity shareholders whose names appear in the Register of Members as on record date i.e. Thursday, June 23, 2022 (Previous year dividend was Rs. 5.50 per equity share). The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company scheduled to be held on Thursday, June 30, 2022. The dividend once approved by Shareholders will be paid on and from July 4, 2022 (Monday) and the Record Date for the purpose of the dividend shall be June 23, 2022 (Thursday). The total dividend payout for the financial year 2021_22 shall be in line with the dividend distribution policy of the company.

3. Transfer to Reserves:

The Board of Directors has decided to retain the entire amount of pro_its for FY 2021_22 in the pro_it and loss account.

4. Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2022 is Rs. 95,35,07,860/- comprising of 9,53,50,786 equity shares of Rs. 10/- each; whereas paid up Equity Share Capital of the Company as on March 31, 2021 was 95,01,32,860/- comprising of 9,50,13,286 equity shares of Rs. 10/- each.

Your directors would like to inform that during the financial year, Nomination and Remuneration Committee in their meeting held on July 15, 2021 had made Allotment of 3,37,500 Equity Shares of Rs. 10 each to the employees of the Company against exercise of Employees Stock Options pursuant to GHCL ESOS 2015. Consequent to said allotment of 3,37,500 Equity Shares, the Issued, Subscribed & Paid-up Capital of the Company was increased from Rs. 95,01,32,860/- consisting of 9,50,13,286 equity shares of Rs. 10/- each to Rs. 95,35,07,860/- consisting of 9,53,50,786 equity shares of Rs. 10/- each.

5. Employees Stock Options Scheme

Your Company has Employees Stock Options Scheme for its permanent employees as per the scheme approved by shareholders in their Annual General Meeting held on July 23, 2015. The Company had obtained in-principle approvals from the Stock Exchanges for issue of 50 lakh equity shares through Employees Stock Option Scheme. Further, the Board of Directors, on recommendation of the NRC Committee has approved the vesting of ESOP to the eligible employees and the same shall be exercised by the employees of the company. Hence, after exercise of ESOP the paid up capital shall be increased and the same shall be reported to the stock exchanges.

During the year, there are no material changes in the ESOP scheme of the Company and the ESOP scheme is in compliance with the ESOP regulations. The Company has received a certifiicate from Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, Secretarial Auditor of the Company, certifying that GHCL Employees Stock Option Scheme 2015 (the scheme) is implemented in accordance with SEBI (Share Based Employees Bene_its and Sweat Equity) Regulations, 2021 and the resolutions passed by the members. The certifiicate is available for inspection by members in electronic mode.

The details of the Employee Stock Options plan form part of the Notes to accounts of the financial statements in this Annual Report and is also annexed herewith as Annexure I and forming part of this Report.

6. Finance

6.1 Resource Mobilization Short Term

During the year your company arranged / renewed working capital facilities of Rs. 1065 Crs. (both fund based and non-fund based limit) with participation from State Bank of India, Bank of Baroda, Union Bank of India, IDBI Bank Ltd., HDFC Bank Ltd. and Axis Bank Ltd. During the year, your company also arranged / renewed unsecured working capital facilities of Rs. 90 Crores (both fund based and non-fund based limit) from HDFC Bank Ltd. and Bank of Bahrain and Kuwait. Further, your company has arranged new unsecured working capital facility of Rs. 140 crores (both fund based and non-fund based limit) from ICICI Bank Ltd. (Rs. 50 crores) and CTBC Bank Co. Ltd. (Rs. 90 crores). During the year your company has close down working capital facility of Rs. 50 crores with IDFC First Bank.

Long Term

Your Company has raised term loan of Rs. 100 crores by way of reimbursement of capital expenditure incurred during last year from ICICI Bank for a period of 5 years including moratorium period of 6 months and has availed the same during the current year.

6.2 Interest Rate Management

Since your company has maintained excellent relationship with the lenders and also taking into consideration of timely repayment of principal and interest, your company has negotiated better interest rates with lenders.

The details of rate of interest are as under:

Borrowing	Outstanding as on 31.03.2022	ROI P.A.
Long Term Borrowing	559.40	7.57%
Short Term Borrowing	208.05	4.90%
Total Borrowing	767.45	6.85%

6.3 Upgradation of external Credit Rating

(i) Due to ef_icient cash _low management and timely repayment of interest and principal to lenders, CARE (Credit Analysis & Research Ltd) has upgraded external rating to CARE AA- with Stable Outlook from CARE A+ with Stable Outlook for Long Term facilities and for short Term Facilities, highest rating of CARE A1+ with Stable Outlook has been reaf_irmed.

(ii) India Rating has also upgraded Long Term Issuer Rating as to AA- with Stable Outlook from A+ with Positive Outlook.

(iii) Further, India Rating has af_irmed Credit Rating for Issuance of Commercial Paper program as under:

Instrument Type	Commercial Paper
Size of Issue	Rs. 100 Crores
Rating Assigned by the Agency	IND A1+ (Highest)

iv) CRISIL rating has assigned Credit Rating for issuance of NCD as under:

Instrument Type	Non-convertible
	Debenture (NCD)
Size of Issue	Rs. 150 Crores
Rating Assigned by the Agency	CRISIL AA- with
	Stable Outlook

6.4 Investors Education and Protection Fund

During the financial year, your Company has transferred a sum of Rs. 38.04 lacs towards unclaimed dividend to investors education and protection fund account (IEPF).

7. Change in Nature of Business

During the Financial Year 2021_22, there was no change in the nature of Companys Business. No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2022 till the date of signing of this report.

8. Management Discussion & Analysis

In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

B: INTEGRATED REPORT

Your Company believes that sustainable development calls for concerted efforts towards building an inclusive, sustainable and resilient future for people and planet through harmonising economic growth, social inclusion and environment protection. In furtherance to this commitment, your company had taken paradigm shift from compliance based reporting to governance based reporting and adopted the Integrated Report (IR) framework developed by the International Integrated Reporting Council. Your Company create long-term value for all stakeholders through its strategy, activities, and commitments. The Integrated Report is a part of this Annual Report, which provides a clear, concise, and comprehensive vision of our business model.

C: PERFORMANCE HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:

The detail of business performance and state of companys affairs are given in MDA (from Page no. 148 to 154) and Integrated Report (Page no. 1 to 69).

1. Slump sale of the Home Textiles Business of the Company and Change in the Scheme of Arrangement for Demerger of the Textiles business

Your Directors are pleased to inform that in line with the approval of the Board of Directors of the Company in their meeting held on December 06, 2021, your Company (i.e. GHCL Limited) entered into a Business Transfer Agreement (‘BTA) for transfer of its Home Textiles Business (located at Vapi, Gujarat) (‘HT Business) to Indo Count Industries Limited (‘ICIL) by way of a slump sale, on a debt free basis. In addition, Grace Home Fashions LLP (‘GHF), USA, a wholly owned subsidiary of the Company also entered into an Asset Transfer Agreement (ATA) for transfer of its identifiied assets (i.e. inventory and intellectual property) to Indo Count Global Inc., USA (US subsidiary of ICIL). The Company realised a consolidated amount of INR 608.30 crores from the above transfers (subject to certain adjustments in accordance with the BTA) including certain assets to be realised by the Company themselves. Said transfer of HT Business had also been approved by the Shareholders of the Company by way of special resolution (pursuant to postal ballot) on January 21, 2022 and the transfer of HT Business was completed on April 2, 2022. Consequently, HT Business of the Company had been considered and disclosed as ‘Discontinued Operations as per Ind-AS 105 "Non-current Assets Held for Sale and Discontinued Operations" Accordingly, _igures for all the prior periods have also been reclassifiied and disclosed separately under the head "Profits from the Discontinued Operations". The effect of the transfer has been refilected in the financial information of the period in which the deal is consummated post receipt of all the requisite regulatory approvals (i.e. quarter ended March22). Further, in view of the divestment of HT Business of the Company to ICIL pursuant to BTA, the Board of Directors of the Company, at their meeting held on December 6, 2021 had approved withdrawal of the then existing Scheme of Arrangement u/s 230_232 of the Companies Act 2013, involving demerger of its entire Textiles business into GHCL Textiles Limited (‘Old Scheme) and correspondingly approved a fresh Scheme of Arrangement consisting of demerger of Spinning Division of GHCL Limited ("Demerged Company") into GHCL Textiles Limited (‘Resulting Company)" (the "New Scheme"). Subsequently, on December 20, 2021, Honble NCLT (Ahmedabad Bench) allowed the withdrawal petition. Further, the Company has received requisite approvals / NOC from the Stock Exchanges (NSE & BSE) and CCI on its new Scheme and in the process of obtaining requisite approvals from other regulatory authorities (including NCLT) as applicable. As per the new Scheme, the equity shares held by GHCL Limited in GHCL Textiles Limited shall be cancelled. Further, the Resulting Companys shareholding pattern will mirror the shareholding pattern of the Demerged Company post Scheme. Also, shares of the Resulting Company shall be listed on the Stock Exchanges. Hence post completion of Demerger, there will be two listed entities i.e. GHCL Limited (Chemical business) and GHCL Textiles Limited (Spinning business).

2. Awards and Recognition:

Your Directors are pleased to inform that despite of unprecedented problems faced due to COVID – 19 and lockdown, your Company has received various awards and recognition during the financial year 2021_22. The details of the awards and recognition are given on page no. 8 of the Integrated Report.

3. Subsidiaries:

Grace Home Fashion, LLC, a subsidiary of the Company in USA was engaged in Home Textile segment. Post divestment of HT business, management of the Company will take necessary steps to wind up this subsidiary at the appropriate time. As reported in the previous year, Rosebys Interiors India Limited (RIIL) an Indian subsidiary, is under liquidation with effect from 15th July 2014.

The Board of Directors of the Company at their meeting held on March 16, 2020 had approved a Scheme of Arrangement u/s 230_232 of the Companies Act 2013, involving demerger of Textiles Businesses of the Company into a separate company (i.e. Resulting Company). Accordingly, the Resulting Company was incorporated on June 17, 2020 with name of GHCL Textiles Limited as a wholly owned subsidiary of the company. This Company has not carried any manufacturing, trading, or service activities since its incorporation and also during the financial year ended on 31st March 2022 due to pendency of Scheme. Pursuant to requirement of Section 136 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Of_ice of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Of_ice of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries (including name of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year) have been provided in note no. 36 (refer page no. 287 of Annual Report) and also in the statement u/s 129(3) of the Companies Act, 2013 (refer page no. 309). The statements are also available on the website of the Company www.ghcl.co.in

4. Consolidated Financial Statements:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for the financial year ended March 31, 2022.

5. Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. The Company has also implemented several best governance practices. The report on Corporate Governance under Regulation 34 of the SEBI Listing Regulations read with Schedule V of the said Regulations forms an integral part of the Annual Report. The requisite certifiicate from the auditors of the Company con_irming compliance with the conditions of the Corporate Governance is attached to the Report on Corporate Governance.

6. Board Meetings:

The Board meetings of your company are normally planned in advance in consultation with the Board Members. However, in certain emergency situation and / or to maintain the price sensitivity of the transaction, Board meeting was also convened on shorter notice after complying necessary requirement for the same. During the financial year ended March 31, 2022, the Board of Directors met six times to review strategic, operational and financial performance of the company. The details of the boards meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations, 2015.

7. Directors:

Your Directors are pleased to inform that Mr. Anurag Dalmia, Non-Executive Vice Chairman of the Board and Mr. Raman Chopra, CFO & Executive Director (Finance) of the Company are directors retiring by rotation and being eligible, offer themselves for re-appointment. We would like to further inform that based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on January 27, 2022, has reappointed Mrs. Vijaylaxmi Joshi (Retd.IAS) for a second term of _ive consecutive years with effect from April 20, 2022 and for a term up to April 19, 2027 subject to the approval of the shareholders. Also, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on April 30, 2022, has re-appointed Mr. R. S. Jalan as Managing Director of the Company for a period of _ive years with effect from June

7, 2022, subject to the approval of the shareholders. The Board recommends their appointments at the ensuing Annual General Meeting.

Your Directors would like to con_irm that the Company has received declaration from all the Independent Directors con_irming their independence as well as con_irmation that "he / she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgement and without any external in_luence". Accordingly requirement of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) & Regulation 25 (8) of the Listing Regulations are duly complied with. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, any director of the Company, is not debarred from holding the office of director pursuant to any SEBI order.

Your Directors would like to con_irm that as per opinion of the Board of Directors, all the Independent Directors of the Company meet the requirement of integrity, expertise and experience (including the pro_iciency) required for their appointment.

The Independent Directors of the Company have con_irmed 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 & Qualifiication of Directors) Rules 2014. Out of _ive Independent Directors, two Independent Directors (i.e. Dr. Manoj Vaish & Mrs. Vijaylaxmi Joshi) are exempt from the requirement to undertake the online pro_iciency self-assessment test conducted by IICA and three Independent Directors [i.e. Justice (Retd.) Ravindra Singh, Mr. Arun Kumar Jain and Dr. Lavanya Rastogi] have successfully passed the online pro_iciency self-assessment test conducted by IICA well within the stipulated time period.

8. Lead Independent Director:

The Board of Directors in their meeting held on July 29, 2021 had appointed Dr. Manoj Vaish, Independent Director and Chairman of Audit & Compliance Committee as the Lead Independent Director of the Company with effect from July 29, 2021. The role and responsibilities of the Lead Independent Director are given in the Corporate Governance Report forming part of the Annual Report.

9. Procedure for Nomination and Appointment of Directors

Details regarding procedure for nomination and appointment of Directors including the list of core skills expertise and competencies of the Board of Directors are given in the Corporate Governance Report forming part of the Annual Report.

10. Key Managerial Personnel:

Pursuant to Section 203 read with Section 2(51) of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. R S Jalan, Managing Director, Mr. Raman Chopra, CFO & Executive Director (Finance) and Mr. Bhuwneshwar Mishra, Sr. GM – Sustainability & Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

11. Familiarization program for Independent Directors:

All new Independent Directors (‘IDs) inducted on the Board go through a structured orientation program. Executive DirectorsandCompanySecretarymakespresentationsgiving an overview of operations, to familiarize the new IDs with the Companys business operations. The new IDs are given an orientation on Companys product, corporate structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, role responsibilities, code of conduct of IDs, risk management strategy and sustainability measures etc. Visits to Plant and locations where company does its CSR activities are organized on the request of the IDs with an objective to enable them to understand the business better. During the financial year, the Company had provided online learning platform "Skillsoft" to all the Independent Directors and recommend to complete course in ESG, Risk Management, Stakeholders engagement, Climate changes, Diversity Equity and Inclusion (DEI), CSR, Cyber Security etc. Details of the same are given in Corporate Governance section of the Annual Report.

12. Board Evaluation

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors through the separate meeting of independent directors and the Board as a whole. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors, after taking feedback from the directors and committee members. The performance of the independent directors was evaluated by the entire Board except the person being evaluated, in their meeting held on January 27, 2022.

A separate meeting of Independent Directors was held on January 25, 2022, to review the performance of Non-Independent Directors, performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the Non-Executive Directors. The exercise of performance evaluation was carried out electronically through a secure application. This resulted in saving paper, reducing the cycle time to make documents available to the Board/Committee Members and in increasing con_identiality and accuracy. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee Meetings etc. The performance evaluation of the Board and its constituents was conducted on the basis of functions, responsibilities, competencies, strategy, tone at the top, risk identifiication and its control, diversity, and nature of business. A structured questionnaire was circulated to the members of the Board covering various aspects of the Boards functioning, Board culture, execution and performance of specifiic duties, professional obligations and governance. The questionnaire is designed to judge knowledge of directors, their independence while taking business decisions; their participation in formulation of business plans; their constructive engagement with colleagues and understanding the risk pro_ile of the company etc. In addition to the above, the Chairman of the Board and / or committee is evaluated on the basis of his leadership, coordination and steering skills.

The Nomination and Remuneration Committee reviews the performance of individual Directors on the basis of their contribution as a member of the board or committee. The quantum of pro_it based commission, payable to directors is decided by the Nomination and Remuneration Committee on the basis of overall performance of individual directors. The entire process

13. Nomination and Remuneration Policy

Based on the recommendation of the Nomination & Remuneration Committee, the Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel (‘KMP) and all other employees of the

Company. The Companys Nomination and Remuneration Policy and Practices have been formulated and maintained to meet the following objectives:

1. To attract, retain and motivate qualifiied and competent individuals at Director, Key Managerial and other employee levels to carry out companys business operations as assigned to them.

2. To ensure payment of salaries and perks that are comparable to market salary levels so as to remain competitive in the industry.

3. To revise the remuneration of its employees periodically for their performance, potential and value addition after systematic assessment of such performance and potential.

4. To ensure disbursal of salary and perks in total compliance to the applicable statutory provisions and prevailing tax laws of the Country.

The Nomination and Remuneration Policy is available on website www.ghcl.co.in of the company.

14. Managerial Remuneration & Particulars of employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report. In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the report as Annexure II.

15. Secretarial Audit Report

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to undertake Secretarial Audit and shall annex with its Boards Report a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

GHCL has adopted a practice of ongoing Secretarial Audit throughout financial year and placed its periodic Secretarial Audit Report before Audit & Compliance Committee and Board. This has helped us in early detection of area of improvement and strengthening out level of compliance reporting. In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial year 2021_22. The Secretarial Audit Report for the financial year ended March 31, 2022 are annexed with the Boards report and formed as part of the Annual Report. This report is unqualifiied and self-explanatory and does not call for any further comments.

16. Secretarial Standards

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by Institute of Company Secretaries of India and notifiied by the Ministry of Corporate Affairs of India.

17. Listing of the Equity Shares

The equity shares of your Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2021_22 have been paid to all these Stock Exchanges.

18. Web address for annual return and other policies / documents

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is put up on the Companys website www.ghcl.co.in. and can be accessed at https://www.ghcl.co.in/performanc-reports. In addition, other policies / document of the Company are placed on the Companys website www.ghcl.co.in as per the statutory requirement.

19. Corporate Social Responsibility (CSR)

Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCLs commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its "GHCL Foundation Trust" has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance. The Company has in place a CSR Policy which provides guidelines to conduct its CSR activities. The CSR Policy and other necessary details related to CSR activities are available on the website of the Company www.ghcl.co.in. During the year, the Company spent Rs. 9.85 Crs. against statutory minimum of Rs. 9.79 Crs. (i.e. 2.00% of the average net pro_its of last three financial years) on CSR activities. Your Company had deposited Rs. 0.77 Crs. (to meet the requirement for unspent CSR amount for FY 2020_21) in a separate bank account opened in compliance of Section 135 of the Companies Act, 2013 and the same has been spent during FY 2021_22, for the planned CSR activities. Accordingly, the Company spent total Rs. 10.62 Crs. on CSR activities (i.e. Rs. 9.85 Crs. for FY 2021_22 and Rs. 0.77 Crs. against unspent CSR amount for FY 2020_21) against CSR budget of Rs. 10.39 Cr. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 is annexed to this Report as Annexure III.

Your company under its CSR initiatives covers Agriculture

& Animal Husbandry, Healthcare, Education & Vocational Training, Women Empowerment and other miscellaneous projects on need basis that are important to maintain social licence to operate the business. These projects are covered under Schedule VII of the Companies Act, 2013. Pursuant to the provisions of Section 135 of the Companies Act,2013andRulesthereto,aCorporateSocialResponsibility (CSR) Committee of the Board had been constituted to monitor CSR related activities. As on March 31, 2022 CSR Committee is comprising of Mr. Anurag Dalmia as the Chairman of the Committee and Mrs. Vijaylaxmi Joshi, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia as members of the Committee. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees and Justice (Retd.) Ravindra Singh is appointed as a member of the CSR Committee. Mr. Bhuwneshwar Mishra, Sr. GM – Sustainability & Company Secretary is the secretary of the CSR committee. During the financial year, CSR Committee met two times and all the members of the Committee were present in all the meeting.

20. Business Responsibility and Sustainability Report (BRSR)

In recent times, adapting to and mitigating climate change impact, inclusive growth and transitioning to a sustainable economy have emerged as major issues globally. There is an increased focus of investors and other stakeholders seeking businesses to be responsible and sustainable towards the environment and society. Thus, reporting of companys performance on sustainability related factors has become as vital as reporting on financial and operational performance.

The Securities and Exchange Board of India (‘SEBI) in terms of amendment to Regulation 34(2)(f) of Listing Regulations, 2015 read with National Guidelines on Responsible Business Conduct (NGRBC) issued by Ministry of Corporate Affairs Government of India on March 13, 2019, requires top one thousand listed companies to prepare and present Business Responsibility and Sustainability Report (BRSR) in place of erstwhile Business Responsibility Report (BRR) to its stakeholders in the prescribed format, based on internationally accepted reporting frameworks such as GRI, SASB, TCFD, Integrated Reporting etc.

In terms of the aforesaid amendment, with effect from the financial year 2022_2023, _iling of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization) and shall replace the existing BRR. However, _iling of BRSR is voluntary for the financial year 2021_22. As on March 31, 2022, GHCL Limited is mentioned on 463rd position at NSE and on 479th position at BSE, on the basis of capitalization. The BRSR seeks disclosures from listed entities on their performance against the nine principles of the NGBRC and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis. GHCL on voluntary basis adopted BRSR for the financial year 2021-22 for reporting its economic, social, environmental and governance performance. This is the _irst year of reporting under BRSR format, hence data are not comparable. Further, in the interest of its stakeholders, your company, on voluntary basis adopted the Integrated Reporting (IR) framework of the International Integrated Reporting Council to report on all the six capital that your company uses to create long term stakeholder value. Your companys Integrated Report has been assessed and E&Y has provided the required assurance. Your company also provided the requisite mapping of principles between the Integrated Report, and the Business Responsibility and Sustainability Report (BRSR) as prescribed by SEBI. The same is available on Company website www.ghcl.co.in and is annexed herewith as an integral part of this report and also forms part of this Annual Report.

21. Composition of Audit & Compliance Committee

Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations. The primary objective of the audit committee is to monitor and provide effective supervision of the Managements financial reporting process, with the highest levels of transparency, integrity and quality of financial reporting.

In order to strengthen the governance norms and compliance system of the Company, the Board of Directors in their meeting held on July 29, 2021, had extended the scope of the Committee and renamed it to "Audit & Compliance Committee". The Committee met _ive times during the year, the details of which are given in the Corporate Governance Report. As on March 31, 2022, the committee comprises of Dr. Manoj Vaish as Chairman of the Committee and Mrs. Vijaylaxmi Joshi (Retd.IAS), Mr. Arun Kumar Jain (Retd.IRS) and Justice (Retd.) Ravindra Singh as members of the Committee, and all are Independent Directors and experts in _inance, accounts, strategy, tax, law and general administration. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees and Justice (Retd.) Ravindra Singh is no longer a member of the Audit

& Compliance Committee; however he remains as a permanent invitee to the Committee.

22. Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of dividend etc. As on March 31, 2022, the Stakeholders Relationship committee consists of Executive and Non-Executive directors comprising of Mr. Arun Kumar Jain (Ex-IRS) as Chairman of the Committee and Justice (Retd.) Ravindra Singh, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia as members of the Committee. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees, and Justice (Retd.) Ravindra Singh is appointed as Chairman of the Stakeholders Relationship Committee in place of Mr. Arun Kumar Jain and Mr. Arun Kumar Jain remains a member of the Committee. Details of the Committee are given in the Corporate Governance Report. Company has disclosed its ‘Investor Grievance Redressal Policy on website of the Company www.ghcl.co.in

23. Composition of Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee shall determine qualifiications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. As on March 31, 2022, the Nomination and Remuneration Committee consists of four Non-Executive directors comprising of Mrs. Vijaylaxmi, as Chairperson of the Committee, Mr. Sanjay Dalmia, Justice (Retd.) Ravindra Singh and Dr. Manoj Vaish as members of the Committee. This is in the ratio of 3 : 1 (three Independent Directors and one Promoters nominee) and headed by Independent Director. Subsequent to the financial year ended March 31, 2022, the Board of Directors in their meeting held on April 30, 2022, had reconstituted various committees including Nomination and Remuneration committee and to ensure good governance, Mr. Sanjay

Dalmia voluntarily opted out from membership of the Nomination & Remuneration Committee. The Committee details are given in the Corporate Governance Report.

24. Vigil Mechanism / Whistle Blower Policy

As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In its endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the "Whistle Blower Policy". The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014 & the same has been duly amended from time to time. Mr. Arun Kumar Jain (IRS), Independent Director of the Company is Ombudsperson.

The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of GHCLs code of conduct or Ethics Policy to the Ombudsperson. Details regarding Whistle Blower Policy are also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company www.ghcl.co.in . In order to strengthen the system and to facilitate seamless reporting, your company had launched online platform (separate tab under website of the Company) for reporting any grievances under vigil mechanism. Pursuant to the requirement of the Schedule V of the Listing Regulations, we would like to af_irm that no personnel has been denied access to the Audit & Compliance Committee of the Company. There are no complaints reported during the year under Vigil mechanism.

25. Related Party Transactions

There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential con_lict with the interest of the Company at large. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC_2 is not applicable to the Company. All transactions with related parties were reviewed and approved by the Audit and Compliance Committee. Prior omnibus approval of the Audit & Compliance Committee is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions is placed before the Audit & Compliance Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certifiicate from the CFO. All Related Party Transactions are placed before the Audit & Compliance Committee and also before the Board. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company www. ghcl.co.in. None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company.

26. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. Risk & Sustainability Committee

Risk Management Committee has been constituted as per the requirement of Regulation 21 of the Listing Regulations. InordertostrengtheningCompanyspositioningovernance, risk management, sustainability and compliance (GRC) and also for the developing framework for risk management and stakeholders value creation on sustainable basis, the Board of Directors in their meeting held on July 29, 2021, had extended the scope of the Committee and renamed it to "Risk & Sustainability Committee". In said meeting, the Board had also reconstituted the Risk & Sustainability Committee, after nominating Mr. Anurag Dalmia as a member of the Committee with effect from July 29, 2021. The Risk Management Committee consists of _ive Executive and Non-Executive directors comprising of Mr. Arun Kumar Jain, as Chairman of the Committee and Mr. Anurag Dalmia, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia, as members of the Committee. The details of Committee and other particulars are also set out in the Corporate Governance Report forming part of the Boards Report. The policy on Risk Management as approved by the Board is uploaded on the Companys website www.ghcl.co.in.

Your company believes that several factors such as advancements in technology, prevalent geo-political environment and stringent regulatory and environmental requirements have consequential impacts across the value chain of a business. These impacts are likely to continue and intensify over time and for a business to be sustainable, it needs to adapt to the environment by managing risks and opportunities in a systematic manner. The Board of Directors of the Company are responsible for risk oversight functions. Risk & Sustainability Committee provide guidance for implementing the risk management policy across the organisation. The operational heads of each business units areprimarilyresponsibleforimplementingtheriskmanagement policy of the company and achieving the stated objective of developing a risk intelligent culture that helps to improve the companys performance. The responsibility of tacking and monitoring the key risks of the division / business unit periodically and implementing suitable mitigation plans proactively is with the senior executives of various functional units. These risk owners are expected to avoid any undue deviations or adverse events and ultimately help in creating value for the business.

28. Conservation of Energy, Technology absorption, Foreign Exchange Earning 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 are given in Annexure -IV forming part of this Report.

29. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, a policy for prevention of sexual harassment had been made and Internal Complaints Committee had been set up at all major locations of the Company. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines. To build awareness in this regard, the Company has been conducting various programme on a continuous basis. There are no complaints reported during the year under POSH.

30. Statutory Auditors

Your directors would like to inform that in the 38th AGM held on June 19, 2021, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Reg. No. 301003E / E300005), was re-appointed as statutory auditors of the Company for a period of _ive consecutive years i.e. from the conclusion 38th AGM till the conclusion of 43rd AGM. M/s S. R. Batliboi & Co. LLP has audited the books of accounts of the Company for the financial year ended March 31, 2022 and has issued the Auditors Report thereon. There are no qualifiications or reservations on adverse remarks or disclaimers in the said report. Further, there are no frauds has been reported by the Auditors to the Audit & Compliance Committee or the Board under Section 143(12) of the Companies Act, 2013.

31. Auditors Report

There is no qualifiication, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2022. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013.

32. Cost Auditors

In terms of Section 148 of the Companies Act, 2013, the Company maintains cost records as per the requirement and a Cost Accountant conducts audit of said cost records. In this connection, the Board of Directors of the Company has on the recommendation of the Audit & Compliance Committee, approved the appointment of M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash & Yarn) for the financial year ending March 31, 2023. Further, the Cost Audit Report for the financial year ended March 31, 2022 as provided by M/s R J Goel, Cost Auditor does not have any qualifiication or adverse remarks which require any clarifiication/ explanation.

33. Directors Responsibility Statement

Based on the framework of internal financial controls established and maintained by the company, work performed by the internal, statutory, secretarial and cost auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committees, including the Audit & Compliance Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2021_22. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability con_irm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected 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 March 31, 2022 and of the pro_it and loss of the Company for the financial year ended March 31, 2022; c. the proper and suf_icient care has been taken by them 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. the annual accounts for the financial year ended March 31, 2022 have been prepared by them on a going concern basis; e. proper Internal financial controls have been followed by the company and that such internal financial controls are adequate and were operating effectively; and f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

34. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

(iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the bene_it of employees. (v) No signifiicant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in future. (vi) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

35. Acknowledgement

The Board of Directors express their gratitude to customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. Your Directors place on record their appreciation of the commitment and contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support. The Board would like to express its sincere thanks to the Government of India, the State Governments, statutory authorities and other government agencies for their support and look forward to their continued support in the future.

	For and on behalf of the
	Board of Directors of GHCL Limited
	Sanjay Dalmia
Date: April 30, 2022	Chairman
Place: New Delhi	DIN: 00206992