goodluck india ltd Directors report

Dear Shareholders,

The Board of Directors of your Company takes pleasure in presenting 37th Annual Report and audited Standalone accounts on the business and operations of your Company for the financial year ended 31st March 2023.

Particulars	2022-23	2021-22
Gross Revenue	3,086	2,617
Earnings before interest, tax & depreciation	218	187
Finance cost	66	57
Depreciation	33	29
Profit before tax	120	101
Profit after tax	87	75
Earning per Share (in Rs)	32.97	29.48

1. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Company achieved remarkable growth during the FY 2022-23 by selling highest ever volume of engineered products, i.e., 316718 MT which is 20% higher than the previous FY 2021-22. The Company has total 364,000 tons manufacturing capacity. And this year, company have added 18,000 metric tons in forging division. Goodluck is into four major vertical, which are ERW Steel Tube, Precision tube, Precision engineering and fabrication and forging. The company has started its solar in a separate vertical owing to the superlative demand in this segment. Also aerospace and defence too are other area of interest, which in management opinion requires social especial focus. The Company caters many diverse sectors of the economy that include auto, infra, high speed railway, specialized infrastructure, solar, aerospace and defence components.

The Company on a consolidated basis registered a robust turnover of Rs. 3,047.98 crore in FY23 as against Rs. 2,577.72 crore in the previous FY22, recording a growth of 18.24%. EBITDA increased by 17.26% to Rs. 219.15 crore in FY 2022-23 compared to 186.88 crore in FY 2021-22. PAT stood at Rs. 87.80 crore in FY 2022-23 as against Rs. 75 crore in FY 2021-22. The companys debt equity ratio improved from 1.15 to 0.95 in FY23. The EPS during the financial year is Rs. 33.31 per share.

2. DIVIDENDS

On the basis of market capitalization as on 31st March 2023, the Company has succeeded in making space under the top 1000 listed entities and as per the requirement under regulation 43A of SEBI (LODR) Regulations, 2015 and as per Companies Act, 2013, the Board of Directors of the Company had approved a Dividend Distribution Policy in its meeting held on 08th April 2023.

This Policy will regulate the process of dividend declaration and its pay-out by the Company in accordance with the provisions of Companies Act, 2013 read with SEBI (LODR) regulations, 2015. The Policy is available on the Companys website: https://www.goodluckindia. com/pdf/dividend-distribution-policy.pdf

Based on Companys healthy performance during the year, the Company has distributed the Interim dividend @100%, i.e. Rs. 2/- per equity share, on the paid up equity share capital for the financial year 2022-23.

The Board of Directors recommended a Final dividend @ 150%, i.e. Rs. 2.50 /- per equity Share on 27256250 equity shares of 2 each of the Company, for the year ended 31st March 2023, subject to the approval of the Members at the ensuing Annual General Meeting.

3. CORPORATE GOVERNANCE AND ADDITIONAL INFORMATION TO SHAREHOLDERS

The company is committed to maintain high standards of corporate governance. A separate report on corporate governance, pursuant to regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided with a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations, including the management discussion and analysis, and shareholders information forms a part of this report.

As required by Regulation 17(8) read with Schedule II Part B of the Listing Regulations, the Management and CFO of the Company have given appropriate certifications, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee to the Board of Directors.

Details of the depository system and listing of shares and Registrar & Share Transfer Agent are given in the section Shareholder information, which forms a part of the Corporate Governance Report.

4. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated 5th May 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. The BRSR is given as an integral part of this annual report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo undertaken by the Company along with the information in are given in Annexure A to the Directors Report.

6. DIRECTORS AND KEY MANAGEMENT PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Article of Association of Company, Mr. Ramesh Chandra Garg (DIN: 00298129), Whole Time Director is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The proposal regarding his re-appointment is placed for approval by the shareholders.

Mr. Vijender Kr. Tyagi, Mr. Ishwar C Agasti and Mr. Rahul Goel, the independent Directors of the Company have completed their tenure on 29th September 2022 and cease to be an independent director on the Board of the Company.

Mr. Rajiv Goel (DIN: 05161245) and Ms. Rajni Abbi (DIN: 08867489) who were appointed as Non- Executive Independent Director of the Company for a terms of five consecutive years with effect from 29th September 2022 in terms of the provision of Section 149 (10) of the Companies Act, 2013.

Mr. Satish Kumar Gupta (DIN: 00354707),

Mr. Madhur Gupta (DIN: 03193827) and Ms. Charu Jindal (DIN: 09776017), who were appointed as an Additional Independent Director, by the Board of Directors with effect from 29th October 2022 and has been regularized as an Independent Non-Executive Director of the Company with effect from 05th December 2022.

On account of preoccupation, Ms. Rashmi Garg (DIN: 08188918) has shown her inability to continue with the position of Independent Director of the Company and ceased to be director with effect from 09th November 2022.

Mr. Satish Gupta, on account of his professional commitment has shown his inability to continue with the position of Independent Director of the Company and submitted his resignation. The Board considered his resignation and he ceased to be director with effect from 08th April 2023.

7. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2022-23 are mentioned under the Corporate Governance Report which forms a part of this report.

8. STATUTORY AUDITORS

At the Companys 33rd AGM held on September 30, 2019, M/s Vipin Kumar & Co. (Firm Registration No- 002123C), Chartered Accountants, has been appointed as the Statutory Auditor of the Company for a term of 5 years to hold office until the conclusion of the 38th Annual General Meeting.

The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for FY 2022-23. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

No fraud has been reported by the Auditor under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

9. SECRETARIAL AUDITOR

The Board has appointed M/s Ravi S Sharma & Associates, Practicing Company Secretary (FCS - 7336), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March 2023 is annexed herewith marked as Annexure B to this Report.

10. COST AUDITOR

The Board of Directors of your Company, on the recommendations made by the Audit Committee has approved the appointment of S. R. Kapur, Practicing Cost Accountant, (M. No. 4926) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2023-24. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing 37th Annual General Meeting.

Your Company has received consent from S. R. Kapur, Practicing Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2023-24 along with a certificate confirming their independence and arms length relationship.

11. AUDITORS REPORTS

The Statutory Auditors Report to the Shareholders together with Accounts for the year ended 31 st March 2023 and notes thereon are attached, which are self-explanatory. The observations of Statutory Auditors and Secretarial Auditors in their report, read with the relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditors Report for the financial year ended 31 st March 2023, does not contain any qualification, reservation or adverse remark.

12. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys businesses, internal controls and their adequacy, risk & concerns, risk management systems and other material developments etc. during the financial year 2022-23.

13. PUBLIC DEPOSITS

Your Company has not invited or accepted any fixed deposits during the year as per the provisions of

Section 73(2) of the Companies Act, 2013, and the rules made there under and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

14. INTERNAL FINANCIAL CONTROLS

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

15. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

A separate section on the performance and financial position of the subsidiary company in Form AOC- I is part of the report and is annexed herewith as Annexure C.

As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Companys website www.goodluckindia.com.

16. INDEPENDENT DIRECTORS DECLARATION

During the financial year 2022-23, the Board of the Company consists of Mr. Rajiv Goel, Mrs. Rajni Abbi, Mr. Madhur Gupta, Ms. Charu Jindal and Mr. Satish Gupta as Independent Directors. These Directors have confirmed that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as an Independent Directors under the provisions of the Companies Act, 2013 and the Rules thereunder.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.

The Board of Directors confirm that the Independent directors appointed during the year also meet the criterial of integrity, expertise and experience in terms of Rule 8 of the Companies (Accounts) Rules, 2014.

17. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy has been formed to prohibit, prevent or deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. The Company is an equal employment opportunity provider and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.

During the Financial Year 2022-23, the Company has not received any complaints of sexual harassment. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

18. RISK MANAGEMENT POLICY

On the basis of market capitalization as on 31st March 2023, the Company has succeeded in making space under the top 1000 listed entities and as per the requirement under regulation 21 of SEBI (LODR) Regulations, 2015 and as per Companies Act, 2013, the Company has constituted a Risk Management Committee of the Board in its meeting held on April 08, 2023 which will help in development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, which may threaten the existence of the Company.

In compliance with the requirement of the Companies Act, 2013 the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

The objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/operational risk and external risk.

The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable laws and regulations.

19. CHANGE IN THE NATURE OF BUSINESS

In pursuance to Rule 8(5) of Companies (Accounts) Rules, 2014, there is no change in the nature of business of Company.

20. MATERIAL ORDERS

In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, there were no significant or material orders were passed by the Regulators or Courts or Tribunals during the financial year 2022- 23 which would impact the going concern status and Companys operations in future.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

22. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at the link https://www.goodluckindia. com.

23. POLICY ON RELATED PARTY TRANSACTIONS

All Contracts/transactions/arrangements entered into by the Company during the financial year with the Related Parties were in ordinary course of business and on an arms length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for un-foreseen transactions. Subsequently on a quarterly basis the transactions are presented to the Audit Committee, specifying the nature, value and terms and conditions of the same.

The Company has made transactions with related parties pursuant to Section 188 of Companies Act, 2013. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexed herewith as Annexure D.

The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Companys website at the weblink: https:// www.goodluckindia.com.

24. POLICY ON APPOINTMENT AND REMUNERATION TO BE PAID TO DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES AND CRITERIA FORMULATED BY THE COMMITTEE FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE OF A DIRECTOR

The Board has adopted a policy, on remuneration to be paid to Directors, Key Managerial Personnel and other employees and Criteria for Appointment of Directors. The objective of the policy is to define the criteria for qualification, qualities and characteristics for the Board as a whole and to ensure that Executive/Non-Executive Directors and Key Managerial Personnel are sufficiently compensated for their performance.

Policy on appointment of Directors

The Composition and strength of the Board of Directors ("the Board") of the Company is subject to the provisions of the Companies Act, 2013, Listing Regulations and Articles of the Association of the Company. The Nomination and Remuneration Committee is responsible for evaluating the qualifications of each candidate to be appointed as Director on the Board. In general, it is expected from a Director to possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Companys business or in the area of his expertise and to have ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values.

Remuneration Policy

Non-Executive Independent Directors may receive sitting fees for attending the Meeting of the Board and Committees thereof. The Executive Directors and other employees are paid remuneration by way of salary, perquisites, allowances. Perquisites and retirement benefits are paid as per the Company policy.

The remuneration of Executive Directors, as recommended by the Nomination and Remuneration Committee, is approved and further recommended by Board of Directors to the Members for approval. Remuneration and annual pay of Executive Directors and employees is determined keeping in view the industry benchmark and the relative performance of the Company.

Criteria for Determining Qualifications, Positive Attributes & Independence of Director

A director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the companys business or in the area of his expertise.

A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.

Directors should be free to present their view point independently, Company has also adopted to conduct the separate meeting of the independent Directors, which will ensure that the independent directors of the Company can review the performance of the Board and Chairman. Moreover, the Directors should meet the other requirements of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors. A complete Remuneration Policy is available Companys website at the weblink: https://www.goodluckindia.com .

25. EVALUATION OF THE BOARDS PERFORMANCE

In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year, Board evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and the Peer evaluation of the Directors. The exercise was carried out through a structured evaluation to evaluate the performance of individual directors including the Board Chairman along with the Chairman of the Nomination and remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The performance of the Board was evaluated on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the committees was evaluated on the basis of the criteria such as the composition of the committees, effectiveness of committee meetings, etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

In the coming year, the Board intends to enhance focus on diversity of the Board through the process of induction of members having industry expertise, strategic plan, exploring the new drivers of growth and further enhancing engagement with investors.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure E. The CSR Policy may be accessed on the Companys website at the weblink: https://www.goodluckindia.com

27. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

28. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about genuine concerns or grievances, unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc. The detail vigil mechanism may be accessed on the Companys website at the weblink: https://www.goodluckindia.com.

29. ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual Return for financial year 2022-23 of the Company has been placed on the website of the Company at https://www.goodluckindia.com.

30. PARTICULARS OF EMPLOYEES

Particulars of employees and the ratio of the remuneration of each director to the median employees remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure F.

31. PAYMENT OF LISTING FEES

Annual listing fee for the year 2022-23 has been paid by the Company to the stock exchanges where the company is listed, i.e., BSE Ltd. and National Stock Exchange Limited.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AS ON 31ST MARCH 2023

During the year, there was no change in the general nature of business of your Company. Except as disclosed elsewhere in this Report, no material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companys operations in future. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014.

33. DETAILS OF APPLICATION PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under the review, there has been no application made or proceeding pending in the knowledge of the company under the Insolvency and Bankruptcy Code, 2016.

34. There is no instance for one-time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

35. DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) (c) of Companies Act, 2013, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of Financial Year 2022-23 and of the Profit & Loss A/c of the Company for that period.

c. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the directors have prepared the annual accounts on a going concern basis.

e. The directors, in case of a listed company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. APPRECIATION

Your Directors wish to thank and acknowledge with gratitude for assistance and co-operation received from the financial institutions, banks, government authorities, customer, vendors, and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.

On behalf of the Board of Directors
	M. C. GARG
Date: 2nd September 2023	Chairman
Place: Ghaziabad