goodricke group ltd share price Directors report

#MDStart#

REPORT OF THE BOARD OF DIRECTORS AND MANAGEMENT DISCUSSION & ANALYSIS

Dear Shareholders,

Your Directors have pleasure in presenting their Forty-Seventh Annual Report and Accounts for the year ended 31^st March, 2023.

FINANCIAL RESULTS

(Rs. In Millions)

Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Revenue from Operations	8,821.95	8231.19
Profit before taxation	25.29	91.85
Tax Expense	28.52	39.10
Profit for the year	(3.23)	52.75
Other Comprehensive Income (net of tax)	(47.43)	43.07
Total Comprehensive Income	(50.66)	95.82
Other Equity at year end	2,892.89	3008.35

The increase in wages in the operating regions of Assam and Dooars had a significant impact on the bottomline of the Company. The increase in prices could only partially off-set this cost increase. Branded tea, Export sales of bulk tea and instant tea continued to contribute to the growth of the Companys business.

SHARE CAPITAL

During the year ended 31^st March, 2023 there is no change in the issued, subscribed and paid up share capital of the Company. The paid up capital as on 31^st March, 2023 stood at Rs. 216 million divided into 21600000 Equity Shares of Rs.10/- each.

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended 31st March 2023.

DIVIDEND

In view of losses during the year and also keeping in mind the current constraints prevailing in the tea industry, the Board has not recommended payment of dividend for the financial year 2022-23.

INDUSTRY STRUCTURE AND DEVELOPMENT, OPPORTUNITIES & THREATS, OUTLOOK, RISK AND CONCERNS

Tea being an agricultural product, the plantation operations are subject to the fluctuating fortunes of weather . The crop yield depends on the climatic conditions to a very large extent. The steps initiated by the management for increasing the crop yields by implementation of improved agricultural practices are not only necessary, but also important for the sustainability of the Industry.

Tea continues to be savored globally and remains the most popular beverage in the country contributing substantially to the countrys income by way of foreign exchange earnings. Indian tea industry provides employment to more than one million people, more than half of whom are women. Tea Industry supports a large population comprising of workers, dependents and others residing in the tea estates.

Originally, the tea plantation sector consisted of tea estates with factories to manufacture their teas but over the last decade or so, there has been an emergence of small tea growers and bought leaf factories contributing to almost 50% of the total countrys tea production.

The Indian tea crop for the FY 2022-2023 was 1370.83 million kgs as compared to 1344.40 million kgs in FY 2021-22 and 1283.03 million kgs in FY 2020-21. There was a decline in production in the years 2020 and 2021 due to Covid impact and later due to most tea growing areas facing a severe drought and inclement weather throughout the growing season in 2021 and 2022. Climate in the tea growing areas continues to be erratic and it remains to be seen if the crops stabilize to normal levels during 2023-24.

Substantial increase in labour wages, high social cost over most other tea producing countries, high infrastructure costs and increasing energy and other input costs remain the major problems for the Indian Tea Industry. Shortage of labour during peak season in some pockets is also a cause for concern. The

Company has made substantial investment in irrigation to minimize the impact on crop due to change in climatic conditions.

Weather is also of prime importance for the industry to achieve desired production levels. Due to erratic weather conditions the production of tea fluctuates within a given range. However, inspite of this scenario the outlook for the tea industry is positive, due to its increasing demand, consumption and acceptance of the same as a wellness drink globally.

OPERATIONS

During the financial year under review, your Company manufactured a total crop of 18.91 Mn kgs. vis-a-vis 18.55 Mn kgs. made last year including bought leaf. It recorded own crop of 15.94 Mn kgs. tea as compared to 15.63 Mn kgs. in the previous year. The tea gardens of the company faced very dry and adverse weather conditions in the beginning of the season and extremely wet weather conditions in the months of July, August and September. This extreme and erratic weather pattern was responsible for lower than normal crop harvested by the company gardens.

During the course of the year excellent quality of development work was undertaken by the Companys gardens. Good quality of planting was done using a mixture of good quality clones and productive clones to ensure viability is maintained in future.

Your companys gardens continue their thrust on quality production and this effort to produce quality teas was well appreciated by the buyer fraternity. During the year under review, the average price realization of your company was higher than the industry average and most of your companys gardens feature in the top levels of all across Dooars , Darjeeling and Assam batting orders.

Your Company increased its efforts to "GO GREEN" to counter challenges of global warming and carbon emission. Afforestation projects, creation of water bodies, usage of bio fertilisers and safe pesticides, usage of renewable fuel in the form of gas firing systems and hydro power projects continue to be focus areas to ensure sustainability.

As far as certifications are concerned, all your Companys gardens in Assam and Darjeeling are Rainforest Alliance certified. Further, Badamtam & Barnesbeg in Darjeeling are both certified Organic & Fairtrade. All your companys Dooars gardens and Orangajuli and Nonaipara in Assam are Trustea certified.

The Instant Tea Plant at Aibheel Tea estate has contributed favorably to the topline of your Company apart from exporting a majority of its produce. The overall sales of the plant during the year were the highest the unit has ever achieved.

The Consumer division witnessed lower volumes as compared to the previous year. Rural offtake continued to remain sluggish resulting in lower volumes. The economy segment continued to grow leading to lower margins. However, with better control over costs, the division was able to achieve expected margins.

The division successfully extended the Goodricke Premium launch to the rest of the country. Further, in order to cater to the requirement of the youth as well as for convenience, your company has launched its range of instant premix teas in three flavors. The response to the launches have been positive.

SEGMENTWISE OR PRODUCTWISE PERFORMANCE

The Company is primarily engaged in the business of cultivation, manufacture and sale of tea and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company.

The Domestic sale for this year was 27.60 Million kgs compared to 28.63 million kgs in the previous year mainly due to lower volumes recorded in the Branded tea business. Export stood at 5.14 Million kgs as compared to 2.01 million kgs last year witnessing significant increase during the year under review. Instant tea exports stood at 0.33 million kgs compared to 0.29 million kgs in 2021-22.

DETAILS OF SIGNIFICANT CHANGES

In terms of the SEBI Listing Regulations the requirement of disclosing details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in the key financial ratios, are mentioned below-

Financial Ratios	Variance	Reasons for Variance
Net Profit Margin	-106%	Lower operating margin due to wage hike which could not be setoff through prices
Operating profit margin	-26%
Interest Coverage Ratio	-32%	Variance is attributable to lower operating margins during the year.
Debt Equity Ratio	68%	Variance is attributable to higher year end borrowings arising out of higher working capital requirements throughout the year.
Debt Service Coverage Ration	-25%	Variance is attributable to lower year end borrowings arising out of repayment of term loans and lower working capital borrowings
Return on Equity Ratio	-106%
Return on Capital employed	-48%	Lower operating margin due to wage hike which could not be setoff through prices
Inventory Turnover Ratio	-22%	Lower closing inventory
Current Ratio	-9%	Marginal variance

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. The Chief Internal Auditor along with external firms of Chartered Accountants carry out Audits as per Audit Calendar approved by the Audit Committee of the Company. Further, Cost Auditors, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the internal Auditors. Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The Committee also meets the Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

RISK MANAGEMENT

The Audit Committee of the Board is responsible to monitor the risk management plan as constitution of separate Risk Management Committee is not mandatory for the Company. The Committee periodically reviews various risks associated with the entity in terms of the Risk Management Policy of the Company which is available at https://www.goodricke.com/policies.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and the Company continues to concentrate on its own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. S. Banerjee, Vice President and Company Secretary retired from the services of the Company on 31^st December 2022. The Board, at its meeting held on 11^th November 2022 has appointed Mr. Arnab Chakraborty as the Company Secretary (FCS-8557), w.e.f. 1^st January, 2023.

The Board, at its meeting held on 2^nd February, 2023 has appointed Mr. Soumen Mukherjee (DIN 08240868), as Whole-time Director designated as Director (Finance) & CFO w.e.f. 1^st April, 2023. The shareholders have approved the appointment of Mr. Soumen Mukherjee as Director (Finance) & CFO by passing Special Resolution vide Postal Ballot e-voting which commenced on 17.02.2023 and was concluded on 17.03.2023.

In accordance with the provisions of the Articles of Association of the Company, read with Section 152 of the Companies Act, 2013, Mrs. S. A. Walker will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment. The tenure of appointment of Dr. Rupali Basu as an Independent Director shall expire on 24th June, 2023. The Board approved her re-appointment for second tenure of 5 years w.e.f. 25th June, 2023 subject to the approval of the members in the ensuing AGM.

During the year, the Company had the following Key Managerial Personnel-

1. Mr. Atul Asthana, Managing Director & CEO,

2. Mr. Subrata Banerjee, Vice President & Company Secretary (upto 31.12.2022)

3. Mr. Arnab Chakraborty, Company Secretary (w.e.f. 01.01.2023)

4. Mr Soumen Mukherjee, Chief Financial Officer

The Board upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Soumen Mukherjee as a Whole time Director w.e.f. 1st April, 2023. The said appiomntment was approved by the members by way of Postal Ballot Special Resolution.

STATEMENT OF DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

All the Independent Directors have given declaration as per Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act 2013.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in Listing Regulations. A Report on Corporate Governance along with the Auditors Certificate regarding Compliance of Corporate Governance are attached as Annexure I and Annexure II respectively, forming part of this Report.

DETAILS OF BOARD MEETINGS

The Board of Directors virtually met 4 (four) times during the year on 26^th May, 2022, 12^th August 2022, 11^th November, 2022 and 2nd February, 2023. Further details on Board of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE

The Audit Committee presently comprises of three (3) Non-Executive Directors, namely; Mr. R Venkatraman, Independent Director, Mr. Saurav Adhikari, Independent Director and Mrs. Susan Ann Walker, Non Executive Director. The Managing Director, Chief Financial Officer, the Head of Internal Audit and the representative of the Statutory Auditors are invitees to the meetings of the Audit Committee. The Head of Internal Audit reports to the Audit Committee and the Company Secretary is the Secretary to the Committee. The representatives of the Cost Auditors are also invited to meetings of the Audit Committee whenever matters relating to cost audit are considered. All members of the Committee are financially literate. Further details of Audit Committee are given in the Corporate Governance Report.

The Company has established a Vigil Mechanism/Whistle Blower Policy and oversees through the Audit Committee, the genuine concerns, if any, expressed by the employees and the Directors. The Company has also made provisions for adequate safeguards against victimization of employees, Directors or any other person who express their concerns. The Company has also provided direct access to the Chief Internal Auditor on reporting issues concerning the interests of the employees and the Company. In turn the Chief Internal Auditor is required to report such matters to the Chairman, Audit Committee. The Whistleblower Policy is available on your Companys corporate website and can be accessed at Companys weblink http://www.goodricke.com/policies

The details of Programme for familiarization of Independent Directors with the Company, nature of Industry and other related matters are available on the web link: http://www.goodricke.com/policies

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee presently comprises of three (3) Non-Executive Directors,

namely, Mr. R. Venkatraman, Independent Director, Mr. Saurav Adhikari, Independent Director and Mrs. Susan Ann Walker, Non-Executive Director. Mr. R Venkatraman the Chairman of the Committee is an Independent Director. Further details of Nomination and Remuneration Committee are given in the Corporate Governance Report.

The Companys Policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations is attached to this report as Annexure V.

c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Committee seeks to guide the Company in integrating its social and environmental objectives with its business strategies and assists in crafting unique models to support creation of sustainable livelihoods. The Committee formulates & monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company in terms of the Companies Act, 2013. The Corporate Social Responsibility Committee presently comprises two Independent Directors and the Managing Director & CEO who is a Member. The Chairman of the Committee is an Independent Director. The role of the CSR committee inter-alia includes:

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy;

b. To recommend the amount of expenditure to be incurred on the activities undertaken.

c. To monitor the Corporate Social Responsibility Policy of the Company from time to time.

d. Review the performance of the Company in the areas of Corporate Social Responsibility activities.

e. Review the Companies decisions on Corporate Social Responsibility matters.

The names of the members of the Corporate Social Responsibility Committee, including its Chairman, are provided hereunder along with the number of Meetings and Attendance details of the Committee Members during the financial year.

Director	Category of Directors	Chairman/ Member	No. of Corporate Social Responsibility Committee Meetings attended
Mr Saurav Adhikari	Non Executive - Independent	Chairman	1
Mr. R. Venkatraman	Non Executive - Independent	Member	1
Mr. Atul Asthana	Managing Director & CEO	Member	1

The Committee has framed and the Board has approved the Companys Corporate Social Responsibility Policy relating to the CSR activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and the expenditure thereon, excluding activities undertaken in the normal course of business of the Company. The said CSR policy is available at the companys weblink http://www. goodricke.com/policies. The details about the policy developed and implemented by the Company on CSR initiatives undertaken during the year are enclosed as Annexure-III to the Boards Report, forming part of this Annual Report.

During the year under review, the CSR Committee met once i.e. on 25^th May, 2023 and all the members of the Committee were present in the meeting.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee presently comprises three Directors. The Chairman of the Committee is an Independent Director. Further details of Stakeholders Relationship Committee are available in the Report on Corporate Governance.

ANNUAL PERFORMANCE EVALUATION

The Securities and Exchange Board of India (SEBI) vide its circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004, dated 5th January 2017, had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

In accordance thereof, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2022-23. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations.

The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise so as to make the Company well equipped to face the adverse challenges.

ANNUAL RETURN

The draft Annual Return (e-Form MGT-7) of the Company for the year ended 31^st March, 2023 pursuant to the provisions of Section 92 of the Companies Act, 2013 is available on the Companys website and can be accessed at http://www.goodricke.com.

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 47^th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder. Copy of the same shall be furnished on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of sub section 3 of Section 134 of the Companies Act 2013 your Directors confirm that:

a. in the preparation of the annual accounts, for the year ended 31^st March 2023, the applicable accounting standards have been followed along with the proper explanations relating to material departure, if any.

b. 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 affairs of the Company for the year ended 31^st March 2023 and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

AUDITORS AND AUDIT REPORT

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) were re-appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 15^th September, 2021 for a further term of 5 years, till conclusion of the Annual General Meeting to be held in 2026.

The Statutory Audit Report does not contain any qualification, reservation or adverse remarks.

COST AUDITORS

The Cost accounts and records are maintained by the Company in terms of specifications issued by the Central Government under Section 148(1) of the Companies Act 2013 read with Companies (Accounts) Rules 2014.

In terms of Sub Section (3) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, M/s. Shome & Banerjee, Cost Accountants (Firm Registration No. 000001) was appointed by the Board of Directors in its meeting held on 5^th February, 2022 as the Cost Auditor of the Company for the financial year 2022-23 based on the recommendation of the Audit Committee. The remuneration of the Cost Auditor for the FY 2022-2023 was ratified by the Members in the 46th Annual General Meeting.

The Cost Audit Report for the year ended 31^st March, 2022 does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A. K. Roy & Co., Practicing Company Secretaries FCS 5684, CP No. 4557 had been appointed Secretarial Auditors of the Company for the year ended 31^st March, 2023. The report of the Secretarial Auditors is enclosed as Annexure-IV to this report.

DISCLOSURE AS PER SECRETARIAL STANDARD (SS-1)

In terms of the requirement of Secretarial Standard (SS-I) at the meetings of the Board of Directors it is confirmed that the Company has complied with applicable Secretarial Standards.

PARTICULAR OF COMPLIANCE OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company with related parties during the financial year under review, were on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the web link: http://www.goodricke.com/policies

Accordingly, disclosures of related party transactions in terms of Clause (h) of sub section (3) of Section 134 of Companies Act 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC - 2, is not applicable. Transactions with related parties, as per requirements of Accounting Standard are disclosed in the notes to the accounts annexed to the financial statements.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made under Section 186 of the Companies Act 2013 are covered in the notes of the financial statement for the year ended 31^st March, 2023.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that a progressive organisation can attain its full potential by developing and maintaining a cordial work culture that promotes happiness at workplace. Our constant endeavors are on sustaining an engaged and skilled workforce that is capable of delivering on the commitments to our stakeholders in order for us to remain future ready structurally, financially and culturally The Company employed over 22851 personnel at its tea estates and other establishments in India. Employee relations remained satisfactory and the Company would like to record the dedication and support received from the employees at all level in maintaining smooth functioning during the said period.

ENABLING A GENDER FRIENDLY WORKPLACE

In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee have been constituted in all the establishments to enquire into complaints and to recommend appropriate action, wherever required. Goodricke demands, demonstrates and promotes professional behaviour and respectful treatment of all employees. To sensitize employees and enhance awareness at all establishments, workshops are held at intervals during the year.

In continuation with existing efforts to create mass awareness, we have initiated a targeted program to create a safe and empowered workplace for women tea workers to implement global women safety framework to strengthen prevention and response mechanisms focused on women safety.

Status of complaints in the Financial year 2022-23

No. of Complaints filed during the year	NIL
No. of complaints resolved during the year	NIL
No. of complaints pending as on 31.03.2023	NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

TRANSFER OF SHARES & DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed dividend for the financial year 2013-14 aggregating Rs 9,39,542.00 and the corresponding 9,674 Equity Shares for 2013 in respect of which dividend entitlements remained unclaimed for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund established by the Central Government (IEPF), pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The Company has a balance of unclaimed dividend relating to the financial year 2015-16 amounting to Rs. 8,56,668.00 as on 31^st March, 2023 which have not been paid or claimed by the Shareholders and the due date for transfer of the said unclaimed dividend to IEPF Account is1st August, 2023. Further, the shares in respect of which dividend has not been paid or claimed for seven consecutive years, are also due for transfer into IEPF Demat Account.

In adherence to the said IEPF Rules, the Company has sent individual reminders to the concerned shareholders on 27^th April, 2023 as well as an advertisement has also been published in The Business Standard (English) and Aajkal (Bengali) newspapers on 5^th May 2023, and they are requested to encash their unclaimed dividends on or before 30^th June 2023. In case the Company/RTA does not receive any claim from such shareholders by 30^th June 2023, the Company shall proceed to transfer such unclaimed dividend/ shares to IEPF as per the IEPF Rules, without any further notice.

The unclaimed dividend for the undernoted years and the corresponding shares will be transferred by the Company to IEPF in accordance with the schedule given below.

Financial Year	Date of Declaration of Dividend	Due Date for Transfer to IEPF
2015-16	28.07.2016	01.08.2023
2016-17	27.07.2017	04.08.2024
2017-18	27.07.2018	02.09.2025
2018-19	26.07.2019	04.09.2026
2019-20	No dividend declared for this financial year
2020-21	15.09.2021	21.10.2028
2021-22	27.07.2022	02.09.2029

A list of Shareholders whose dividend remain unclaimed till the date of the Annual General Meeting held on 27^th July, 2022 have been uploaded on the website of the Company https://www.goodricke.com/ unclaimed-dividends . Shareholders are requested to check their unclaimed dividend from the list and contact the Company or our RTA to encash their unclaimed dividends.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employees remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 alongwith the names of top 10 employees in terms of remuneration drawn read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are attached to this Report as Annexure VI.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and in terms of all subsequent amendments and modifications in this regard. All Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company, are governed by this Code. The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material events as per the code. During the year under review there has been due compliance with the code.

In terms of the regulation, the Company Secretary, acts as the Compliance Officer under the Code to deal with dissemination and disclosures of unpublished price sensitive information. The said regulation is available at companys web link http://www.goodricke.com/policies

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

(a) Conservation of energy

(i)	The steps taken or impact on conservation of energy	1. Installation of low wattage LED lights to reduce Power Consumption.
		2. Sprinkler System for Gas firing system.
		3. Installation of higher efficiency CTC machines with energy efficient motors.
		4. Installation of new Rotorvanes with energy efficient motors
		5. Installation of Solar light.
(ii)	The steps taken by the company for utilizing alternate sources of energy	1. Use of cashew nut shell and briquette to reduce coal consumption.
		2. Use of Gas in Trough House in lieu of Coal in Darjeeling Garden.
		3. Continue usage of Hydro Electric in Thurbo and Jiti.
(iii)	The capital investment on energy conservation equipment	1. Installation of Gas in withering to reduce coal consumption as Green Energy.
		2. Implementation of Safety system in Gas firing system.
		3. Installation of solar security lights.
		4. Replacement of Old inefficient vehicles with energy efficient vehicles.
		5. Replacement of inefficient Irrigation system with energy efficient low discharge irrigation system.

(b) Technology absorption

(i)	The efforts made towards technology absorption	1. Usage of low wattages more LED lights.
		2. Use of alternate fuel.
		3. Use of fuel efficient Tractors & Lorries.
		4. Use of Mechanized pruning machines.
		5. Use of mechanized spraying system
		6. Usage of efficient Irrigation System.
		7. Usage of Solar Lights.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	1. Reduction in power cost.
		2. Effective spraying and pruning system.
		3. Reduction in fossil fuel cost.
		4. Reduction of carbon emission.
(hi)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year).	Nil
	(a) the details of technology imported
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

During the year, the foreign exchange outgo was Rs 1.93 Million and the foreign exchange earning was Rs. 1607.55 million.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company and the date of this report.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied due to factors beyond control.

ACKNOWLEDGEMENT

Goodricke is a progressive organisation and believes it can attain its full potential by developing and maintaining a cordial work culture that promotes happiness at workplace. We maintain transparency and openness at every level of functioning within the company, thereby assigning responsibility and accountability to individuals, Board committees and management teams.

Your Directors place on record their appreciation to employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates, shareholders and other stakeholders of the Company for their continued support.

	On behalf of the Board
	Atul Asthana
	Managing Director & CEO
	(DIN 00631932)
	S Mukherjee
Place : Kolkata	Director (Finance) & CFO
Dated : 25th May, 2023	(DIN 08240868 )