gocl corporation ltd Directors report

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 Companys 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 Companys 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 Companys 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 Companys 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 DONT instructions.

Recognising the quality and the efficacy of your Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 arms 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 arms 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 Companys 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 Honble Supreme Court of India has dismissed the Companys 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 Companys 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