To the Members of
GUJARAT FLUOROCHEMICALS LIMITED
Your Directors take pleasure in presenting to you their Twenty-Eighth Annual Report for the Financial Year ended 31st March, 2015.
1. FINANCIAL RESULTS
Following are the working results for the Financial Year 2014-15:
|Rs in Lakh||Rs in Lakh|
|Net Sales / Income from Operations||527715||338866||130921||113487|
|Other operating Income||6366||6288||1176||607|
|Total Income from Operations||534081||345154||132097||114094|
|Less: Total Expenses||459053||305383||116669||105287|
|Profit from operations before other income and finance cost|
|and exceptional items|
|Add: Other Income||4981||4541||5619||6506|
|Less: Finance Cost||21877||17892||5198||5528|
|Profit from ordinary activities after finance cost but before|
|Profit from ordinary activity before Taxation||82564||26420||43754||9785|
|Provision for Taxation||15852||3764||5518||2343|
|Profit / (Loss) for the year||66712||22656||38236||7442|
|Less: Share of Minority Interest in Profit / (Loss)||(8185)||(4457)||-||-|
|Add: Share in profit of associates||-||411||-||-|
|Net Profit / (Loss) for the year||58527||18610||38236||7442|
|Profit brought forward form earlier year/s||59658||48448||666||722|
|On account of change in Minority Interest||(4307)||-||-||-|
|Recoupment of loss of earlier year from Minority Interest||-||98||-||-|
|Profit available for appropriations||113878||67156||38902||8164|
|Transferred to General Reserves||33303||3000||33303||3000|
|Proposed Dividend subject to approval of the Shareholders||3845||3845||3845||3845|
|Tax on Dividend||782||653||782||653|
|Balance Carried forward to Balance Sheet||75948||59658||972||666|
Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis annexed to this Report.
2. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statements for the Financial Year 2014-15 are provided in the Annual Report.
Your Directors have recommended a dividend of Rs 3.50 per share (350%) subject to approval of the Members. The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the Financial Year 2014-15 will be Rs 4627 Lakh.
4. TRANSFER TO RESERVES
During the year under review, the Company has transferred Rs 33303 Lakh to General Reserves.
Shri Devendra Kumar Jain (DIN: 00029782) retires by rotation and being eligible, ofiers himself for re-appointment.
The Board of Directors had appointed Shri Rajagopalan Doraiswami (DIN: 07013468) and Ms Vanita Bhargava (DIN: 07156852) as Independent Directors of the Company for a period of five (5) consecutive years with efiect from 21st October, 2014 and 28th April, 2015 respectively subject to approval of the Members at the ensuing Annual General Meeting. Further, the Board of Directors had re-appointed Shri Dinesh Kumar Sachdeva (DIN: 00050740) as Whole-time Director of the Company for a period of one year with efiect from 29th November, 2015 subject to approval of the Members at the ensuing Annual General Meeting. After the close of the year under review, the Board of Directors had appointed Shri Anand Rambhau Bhusari (DIN: 07167198) as an Additional and Whole-time Director of the Company with efiect from 28th April, 2015 subject to the approval of the Members at the ensuing Annual General Meeting.
After the close of the year under review, Shri Jitendra Singh Bedi had resigned as a Director and Whole-time Director of the Company with efiect from 25th April, 2015.
The Company has received Notices in writing from Members proposing the candidature of Shri Rajagopalan Doraiswami, Ms. Vanita Bhargava and Shri Anand Rambhau Bhusari for the ofice of Director.
The Company has received declarations from Shri Rajagopalan Doraiswami and Ms Vanita Bhargava that they meet the criteria of independence as prescribed under the applicable provisions of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.
Necessary resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to Clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.
6. NOMINATION AND REMUNERATION POLICY
The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. The contents of the Policy are stated in the Corporate Governance Report.
7. INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report.
9. BOARD EVALUATION
All Independent Directors at their meeting held on 17th January, 2015 had evaluated performance of Non-Independent Directors, Chairman of the Company and Board as a whole in accordance with evaluation mechanism approved at the said meeting. Further, the Board of Directors at its meeting held on 17th January, 2015 had evaluated performance of Independent Directors in accordance with the evaluation mechanism approved at the said meeting. These evaluations are done as per the requirements laid down in Section 149 of the Companies Act, 2013 read with Schedule IV to the said Act and Clause 49 of the Listing Agreement. .
The performance of Directors was evaluated based on the parameters such as Qualifications, Experience, Personal attributes like Honesty & Integrity, Independence, Professional Skills, Contribution to Board Meetings, etc. while the performance of the Board was evaluated based on the parameters such as Policies and Procedures followed, Qualification & Experience of Board Members, Composition of Board, Diversity on the Board, Board Meetings and Committee Meetings, Corporate Governance, etc. A structured questionnaire was prepared covering the above areas of competencies and was given to each Director. Feedback received from the Directors refiected high satisfactory performance.
10. MEETINGS OF THE BOARD
During the year under review, the Board met 5 (five) times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Clause 49 (D) of the Listing Agreement.
11. DIRECTORS RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013
To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
i. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed and there were no material departures from the requirements of the Accounting Standards;
ii the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afiairs of the Company at the end of the Financial Year and of the Profit of the Company for that period;
iii. the Directors had taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the Annual Accounts on a going concern basis;
v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating efiectively and vi the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efiectively.
11. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, the Company has designated Shri Vivek Jain - Managing Director, Shri Manoj Agrawal - Chief Financial Oficer and Shri Bhavin Desai - Company Secretary as Key Managerial Personnel of the Company.
12. 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 Standalone Financial Statement of the Company. Please refer to Notes no 15, 16, 18 and 37 (ii) to the Standalone Financial Statement of the Company.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board and/or Shareholders, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. During the year under review, the Company had not entered into any contracts / arrangements / transactions with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.
The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board maybeaccessedontheCompanyswebsiteatthelink:http://www.gfi.co.in/pdf/GFL%20-%20Related%20Party%20Transactions%20 Policy.pdf
In terms of Section 134 (3) (h) of the Companies Act, 2013, a statement giving particulars of contracts or arrangements in Form no AOC 2 with regard to Related Parties referred to under Section 188 of the Companies Act, 2013 to the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A.
The Company has not accepted any deposits covered under Chapter V of the Act.
15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has following Subsidiaries / Joint Ventures / Associate Companies
INOX LEISURE LIMITED
Inox Leisure Limited is a Listed Subsidiary of the Company engaged in the business of setting up, operating and managing a national chain of multiplexes under the brand name INOX. The Company holds 48.09 % of the Paid-up Equity Share Capital of Inox Leisure Limited.
INOX WIND LIMITED
Inox Wind Limited is a Listed Subsidiary of the Company engaged in the business of manufacturing Wind Turbine Generators and providing turnkey solutions for Wind Farm Projects. The Company holds 63.09% of the Paid-up Equity Share Capital of Inox Wind Limited.
INOX RENEWABLES LIMITED
Inox Renewables Limited is an Unlisted Subsidiary Company engaged in the business of operating of Wind Farms. The Company holds 99.98% of the Paid-up Equity Share Capital of Inox Renewables Limited.
INOX INFRASTRUCTURE LIMITED
Inox Infrastructure Limited is an Unlisted wholly-owned Subsidiary of the Company engaged in the business of real estate development.
INOX RENEWABLES (JAISALMER) LIMITED
Inox Renewables (Jaisalmer) Limited is an Unlisted step-down Subsidiary of the Company engaged in the business of operating of Wind Farms.
INOX WIND INFRASTRUCTURE SERVICES LIMITED
Inox Wind Infrastructure Services Limited is an Unlisted step-down Subsidiary of the Company engaged in the business of providing turnkey solutions and operation & maintenance services for Wind Farm Projects.
MARUT-SHAKTI ENERGY INDIA LIMITED
Marut-Shakti Energy India Limited is an Unlisted step-down Subsidiary of the Company engaged in the business of establishment of Wind Farm Projects.
GUJARAT FLUOROCHEMICALS AMERICAS LLC
Gujarat Fluorochemicals Americas LLC is an Unlisted wholly-owned Foreign Subsidiary of the Company engaged in the business of marketing of PTFE products along with providing sales service and technical support to US customers.
GUJARAT FLUOROCHEMICALS SINGAPORE PTE LIMITED
Gujarat Fluorochemicals Singapore Pte Limited is an Unlisted wholly-owned Foreign Subsidiary of the Company engaged in the business of investments and holds investments in the joint venture in Morocco for mining of Fluorspar.
GUJARAT FLUOROCHEMICALS GMBH
Gujarat Fluorochemicals GmbH is an Unlisted wholly-owned Foreign Subsidiary of the Company engaged in the business of marketing of PTFE products along with providing sales service and technical support to German and EU customers.
GFL GM FLUORSPAR (SA)
GFL GM Fluorspar (SA) is step-down Unlisted Foreign Subsidiary of the Company engaged into the business of mining of fiuorspar.
XUANCHENG HENGYUAN CHEMICAL TECHNOLOGY COMPANY LIMITED
Xuancheng HengYuan Chemical Technology Company Limited is a Joint Venture of the Company engaged in the business of manufacture of and allied activities.
SWARNIM GUJARAT FLUORSPAR PRIVATE LIMITED
Swarnim Gujarat Fluorspar Private Limited is a Joint Venture of the Company engaged in the business of manufacture of Anhydrous Hydrogen Fluoride and allied activities.
SATYAM CINEPLEXES LIMITED
Satyam Cineplexes Limited is an Unlisted step-down Subsidiary of the Company engaged in the business of setting up, operating and managing a national chain of multiplexes.
SHOURI PROPERTIES PRIVATE LIMITED
Shouri Properties Private Limited is an Unlisted step-down Subsidiary of the Company engaged in the business of operating multiplex cinema theatres.
The Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies of the Company is annexed to this report in Form no AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure B.
The Audited Financial Statement of the subsidiaries of the Company are placed on the website of the Company and a copy will be provided to the Shareholder/s on request as per Section 136 of the Companies Act, 2013.
16. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal controls commensurate with its size and nature of its business. The Board has reviewed internal financial controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company.
17. INDEPENDENT AUDITORS REPORT
There are no reservations, qualifications or adverse remarks in the Independent Auditors Report.
The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.
18. STATUTORY AUDITORS
Members are requested to appoint Auditors from the conclusion of the 28th Annual General Meeting until the conclusion of 30th Annual General Meeting and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and are eligible for re-appointment. They have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they satisfies criteria laid down in Section 141 of the Companies Act, 2013.
19. COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by a Cost Accountant in practice who shall be appointed by the Board. In view of the above, the Company has appointed M/s Kailash Sankhlecha & Associates to audit the cost audit records maintained by the Company for Financial Year 2015-16 on a remuneration of Rs 2,40,000/-. As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Kailash Sankhlecha & Associates, Cost Auditors is included at Item No. 9 of the Notice convening the Annual General Meeting.
Particulars of Cost Audit Report submitted by M/s. Kailash Sankhlecha & Associates in respect of Financial Year 2013-14 is as follows.
|Due Date of Filing Cost Audit Report||27th September, 2014|
|Date of Filing Cost Audit Report||23rd September, 2014|
20. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s Samdani Shah & Associates, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s Samdani & Associates in Form no MR-3 is annexed to this report as Annexure C. The Secretarial Audit Report has no qualifications except that the Company has appointed Ms Vanita Bhargava as Woman Independent Director on 28th April, 2015 after the close of the Financial Year 2014-15 for the reasons explained in the Corporate Governance Report.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate Section forming part of this Annual Report.
22. CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.
In compliance with the requirements of Clause 49(IX), a certificate from the Managing Director and Chief Financial Oficer of the Company, who are responsible for the finance function, was placed before the Board.
All the Board Members and Senior Management Personnel of the Company had afirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this efiect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.
23. EXTRACT OF ANNUAL RETURN
In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2013, the extract of Annual Return as provided in form no MGT -9 is annexed to this report as Annexure D.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as Annexure E.
25. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.
Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure F.
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees particulars which is available for inspection by the Members at the Registered Ofice of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered Ofice of the Company.
26. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES
During the year under review, the Company has constituted CSR Committee and adopted CSR Policy, details of which are provided in the Corporate Governance Report. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure G.
27. SAFETY, HEALTH AND ENVIRONMENT
Safety, health and environment have been of prime concern to the Company and necessary efiorts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) and ISO: 9001 : 2008 (Quality Managemenet System) for its Ranjitnagar and Dahej Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.
The Companys property and assets have been adequately insured.
29. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about Risk Assesment and Minimisation Procedures to review key elements of risks viz Regulatory and Legal, Competition and Financial involved and measures taken to ensure that risk is controlled by means of a properly defined framework. In the Boards view, there are no material risks, which may threaten the existence of the Company. For futher details, place refer to the Management Discussion and Analysis Report annexed to this Report.
30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The following is the summary of sexual harassment complaints received and disposed of during the year 2014-15.
|No. of Complaints Received||Nil|
|No. of Complaints disposed of||Not Applicable|
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments afiecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.