<dhhead>BOARD’S REPORT</dhhead>
To,
The Members,
Your Directors are pleased to present the 48th Board Report
along with the Audited Accounts and Auditors Report for the Financial Year ended 31st
March 2022.
PERFORMANCE HIGHLIGHTS
The highlights of the financial results for the Financial Year ended 31st
March 2022 are given below.
( Rs in Million)
| Particulars |
Standalone |
|
2021-2022 |
2020-2021 |
| Revenue from Operations (Net of GST) and Other Income |
7,104.65 |
5,744.51 |
| Profit/(Loss) before Interest, Depreciation, Exceptional
Items and Tax |
456.06 |
642.75 |
| Finance Cost |
42.97 |
50.44 |
| Profit/(Loss) before Depreciation, Exceptional Items and Tax |
413.09 |
592.31 |
| Depreciation and Amortisation |
104.43 |
105.64 |
| Profit /(Loss) before Exceptional Items |
308.66 |
486.67 |
| Exceptional Items |
- |
- |
| Profit /(Loss) before Tax |
308.66 |
486.67 |
| Current Tax Expense |
96.49 |
138.55 |
| Deferred Tax Adjustment |
10.51 |
42.59 |
| Profit/(Loss) for the Year |
201.66 |
305.53 |
| Total Other Comprehensive Income (net of tax) |
(10.00) |
479.12 |
| Total Comprehensive Income |
191.66 |
784.64 |
| Retained Earnings – Opening Balance |
3,092.46 |
2,786.57 |
| Add/(Less): |
|
|
| Profit/(Loss) for the Year |
201.66 |
305.53 |
| Remeasurement of Defined Benefit Plan (Net of tax) |
0.24 |
(2.34) |
| Vested Employee Stock Options Lapsed |
- |
2.70 |
| Retained Earnings – Closing Balance |
3,294.36 |
3,092.46 |
During the year under review:
Clinker production was 1.40 Million tons, 20 Per cent higher than the
previous year.
Cement production in FY 2021-22 was 1.25 Million tons, 8 per cent
higher than the previous year.
Total cement and clinker despatches in FY 2021-22 were 1.43 Million
tons 7.7 per cent higher than the previous year.
Total income for the year 2021-22 was Rs 7104.65 Million, compared to
Rs 5744.51 Million in the previous year.
Net profit before tax for the year 2021-22 was Rs 308.66 Million
compared to Rs 486.67 Million in FY 2020-21.
The market demand was affected by the second and third waves of COVID
wherein several lives were lost. Though the efforts of the Governments were concentrated
on the vaccination and providing health care facilities, the spending on infrastructure
projects and affordable and rural housing continued resulting in continued cement
consumption. There was an improvement in the cement prices during the financial year.
However, the rising input costs was much higher compared to rise in the cement prices
which has affected the profitability input cost was much higher compared to rise in the
cement prices of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management’s Discussion and Analysis Report pursuant to
Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015 ("SEBI LODR Regulations") for the
year under review is presented in a separate section forming part of the Annual Report as Annexure
A.
CORPORATE GOVERNANCE
In order to maximize shareholders value on a sustained basis, your
Company has been constantly reassessing and benchmarking itself with well-established
Corporate Governance practices besides strictly complying with the requirements of SEBI
LODR Regulations, applicable provisions of the Act and applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (‘ICSI’).
A detailed Report on Corporate Governance, in terms of Regulation 34(3)
and Part C of Schedule V of the SEBI LODR Regulations, is presented separately and forms
part of the Annual Report along with the Certificate from a Practicing Company Secretary
pertaining to the compliance of regulations of Corporate Governance as stipulated under
said SEBI LODR Regulations. Further, a declaration by the Managing Director that the Board
and Senior Executives have complied with the Code of Conduct of the Company also forms a
part of this Report as Annexure B.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
report. There has been no change in the nature of business of the Company.
DIGITAL TRANSFORMATION
Your Company has initiated a journey in digital transformation by
changing the ERP to SAP S4 Hana and implementing a host of digital solutions along with
seamless integration of best in class solutions for sales, procurement, logistics,
production planning, expense management, management of human resources etc. The ERP
implementation along with some of the solutions have gone live from April 02, 2022. The
digital transformation is expected to result in simplifying and automating the existing
processes, improve operational efficiencies, have better controls, cost optimization, get
more meaningful data for analytics and result in a better experience for the
Company’s customers and stakeholders.
FINANCIAL STATEMENTS
The Audited Standalone Financial Statements of the Company which forms
a part of this Annual Report have been prepared pursuant to Regulation 33 of the SEBI LODR
Regulations in accordance with the provisions of the Companies Act, 2013 and Companies
(Indian Accounting Standards) Rules, 2015.
SHARE CAPITAL Equity Share Capital
The paid-up Equity Share Capital of the Company as on 31st
March 2021 excluding the forfeited shares was Rs 882.02 million and as on 31st
March 2022 excluding the forfeited shares was Rs 892.18 million.
The Holding and Subsidiary company of your Company namely Bhadra
Textiles & Trading Private Limited and Villa Trading Company Private Limited got
amalgamated with your Company vide NCLT Order dated 22nd June 2021. Consequent
to the said merger, 4,88,00,000 equity shares of Rs 10/- each held by Bhadra Textiles
& Trading Private Limited was cancelled and new 4,88,00,000 equity shares of Rs10/-
each of your Company was allotted to the shareholders of Bhadra Textiles & Trading
Private Limited proportionately and the said shares was listed at BSE Limited and National
Stock Exchange of India Limited.
Employee Stock Option Scheme
The Board of Directors have constituted an Employee Stock Option Scheme
(‘ESOP’) as a way of rewarding its high performing employees. The Company had
granted stock options to eligible employees under Gujarat Sidhee Employee Stock Option
Scheme, 2017 (ESOP Scheme).
During the year, 10,16,283 Equity Shares of Rs 10/- each were allotted
to the employees in accordance with ESOP Scheme. The disclosure pursuant to the provisions
of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014 is given as Annexure C to this
Report.
There are no material changes made to the above Scheme and the said
Scheme is in compliance with the SBEB Regulations. The Statutory Auditors’ of the
Company, M/s Bansi S. Mehta, have certified that the Company’s above-mentioned
Schemes have been implemented in accordance with the SBEB Regulations, and the Resolutions
passed by the Members for the Scheme. A Certificate as per Regulation 13 of Securities and
Exchange Board of India (Share Based Employees Benefits) Regulations, 2014 is enclosed as Annexure
D to this Report.
AUDIT OF RECONCILIATION OF SHARE CAPITAL
In accordance with the Regulation 76 of Securities and Exchange Board
of India (Depositories and Participants) Regulations, 2018, as amended M/s. Ragini Chokshi
and Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit
to reconcile total share capital admitted with National Securities Depository Limited
(‘NSDL’) and Central Depository Services (India) Limited (CDSL) and held in
physical form, with the issued and listed capital of the Company. This audit is undertaken
every quarter and the report thereon is submitted to the Stock Exchanges within prescribed
timelines and is placed before the Board at its meetings.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted deposits
from the public/ members or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits
covered under Chapter V of the Companies Act, 2013 and the details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.
POLICY ON RELATED PARTY TRANSACTIONS
All contracts/arrangements/ transactions entered by the Company during
the financial year with related parties were on an arm’s length basis, in the
ordinary course of business and in compliance with the applicable provisions of the Act,
SEBI LODR Regulations and Policy on dealing with and materiality of Related Party
Transactions. During FY 2021-22, there were no material Related Party Transactions entered
into by the Company with Promoters, Directors, Key Managerial Personnel or other
Designated Persons which may have a potential conflict with the interest of the Company at
large.
The disclosure of material related party transactions entered into by
the Company during the FY 2021-22, as required under Section 134(3) (h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
annexed to this Report as Annexure E. The Related Party Transactions Policy as
approved by the Board is uploaded on the Company’s website at http://gscl.mehtagroup.com/policy/related-party-transactions-policy.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE AND SECURITIES
PROVIDED
The particulars of Investments, Loans and Guarantees covered under the
provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder
are provided in the Standalone Financial Statements for the year ended March 31, 2022 and
the same forms part of this Annual Report.
DETAILS 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 ALONG WITH THE REASONS THEREOF
None
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place a well-established and comprehensive internal
financial control systems across all the locations to ensure that the Company’s
assets are safeguarded and protected against loss from unauthorized use or disposition,
transactions are authorized, recorded and reported correctly and operations are conducted
in an efficient and cost-effective manner. Such control systems have been assessed during
the year. Based on the results of such assessments carried out by the Management, no
reportable material weakness or significant deficiencies in the design or operation of
internal financial controls was observed.
Pursuant to Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014,
your Directors confirm that they have laid down internal financial controls with reference
to the Financial Statements and these controls are adequate. The Company has also adopted
policies and procedures for ensuring the orderly and efficient conduct of its business,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, the timely preparation of reliable
financial information, and usefulness of financial and operational controls on a regular
basis.
The annual audit plan and key audit findings are reviewed by the Audit
Committee of the Board of Directors. Any deviations from standard are corrected and
measures are taken to strengthen the internal control framework further.
INSURANCE
All the properties of your Company including buildings, plant,
machinery and stocks have been adequately insured.
SUBSIDIARY AND ASSOCIATE COMPANIES
As on 31st March 2022, your Company does not have any
subsidiaries. The Company does not have any joint venture / associate company(ies) within
the meaning of Section 2(6) of The Companies Act, 2013.
DIRECTORS
Appointment of Directors
There has been no change in the constitution of the Board of Directors
and Key Managerial Personnel of the Company during the year under review.
Reappointment of Director
Pursuant to Section 149, 152 and other applicable provisions of the
Companies Act, 2013, one-third of such Directors as are liable to retire by rotation,
shall retire every year and, if eligible, offer themselves for re-appointment at every
Annual General Meeting (AGM). Consequently, Mr. Venkatesh Mysore (DIN: 01401447), shall
retire by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment in accordance with provisions of the Companies Act, 2013.
The brief resume of Director seeking re-appointment at the ensuing AGM
along with other details in pursuance of Regulation 36(3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
enclosed herewith as Annexure F is annexed to the Notice of the Annual General
Meeting. The Board has confirmed that Mr. Venkatesh Mysore satisfies the fit and proper
criteria as prescribed under the applicable regulations and that he is not disqualified
from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.
The Board recommends the re-appointment.
Cessation of Director
None of the Directors of your Company have ceased to be the Director
during the FY 2021-22.
KEY MANAGERIAL PERSONNEL
Appointment / Change in Key Managerial Personnel
During the year under review, there is no appointment / change in Key
Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
The Independent Directors hold office for a term of 5 (five) years and
are not liable to retire by rotation.
Declaration of independence from Independent Directors:
Your Company has received necessary declaration from all the
Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 16 of SEBI LODR Regulations. In terms of Regulation 25(8) of the SEBI LODR
Regulations, the Independent Directors have 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 judgement
and without any external influence. Further, veracity of the above declarations has been
assessed by the Board, in accordance with Regulation 25(9) of the SEBI LODR Regulations.
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfill their duties as Independent Directors.
Disclosure pertaining to disqualification of Directors:
A certificate from M/s. Ragini Chokshi & Co, Practicing Company
Secretaries has been received in accordance with the SEBI LODR Regulations confirming that
none of the Directors on the Board of the Company have been disqualified to act as
Director. The same is enclosed herewith as Annexure G.
EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS
The Board has carried out an annual evaluation of its own performance
and that of its Committees as well as reviewed the performance of the Directors
individually. Feedback was sought by way of a structured questionnaire covering various
aspects of the Board’s functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties,
obligations and governance and the evaluation was carried out based on responses received
from the Directors.
A separate meeting of Independent Directors was held on 18th
May 2022 to review:
Performance of the Non-Independent Directors and the Board as a whole.
Performance of the Chairman of the Company taking into account the
views of Executive Directors and Non-
Executive Directors.
The evaluation of the Independent Directors was carried out by the
entire Board of Directors without the participation of the respective Independent
Director.
The outcome of the performance evaluation of the Board for the year
under review was discussed by the Nomination and Remuneration Committee and the Board at
their respective meetings. All Directors expressed satisfaction with the evaluation
process.
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 (3) (c) of the Companies Act, 2013.
that in the preparation of the annual financial statements for the year
ended 31st March 2022, the applicable accounting standards have been followed
along with proper explanation relating to material departures; if any;
that the accounting policies as mentioned in Note No.1 (B) to the
Financial statements have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent 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;
that proper and sufficient care has 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;
that the annual financial statements have been prepared on a going
concern basis;
that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
that systems to ensure compliance with the provisions of all applicable
laws are in place and were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
During the FY 2021-22, the Board of Directors of the Company met 5
(five) times, for which due notices and notes to agenda were provided to the Directors in
accordance with the Secretarial Standard-1 on Meetings of the Board of Directors. The
agenda for the Board and Committee meetings includes detailed notes on the items to be
discussed to enable the Directors to take an informed decision. Further, the meetings have
complied with the requirements of quorum as prescribed in the Act and the SEBI LODR
Regulations, and the intervening gap between the meetings was within the period prescribed
under the Act, the SEBI LODR Regulations and within the time period as permitted and
extended by MCA vide its General Circular No.11/2020 providing relaxations in the time gap
between two consecutive meetings of the Board.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Secretarial Standards, viz. SS-1 and SS-2, issued by the Institute
of Company Secretaries of India (ICSI) relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively, have been duly complied by
the Company.
NOMINATION & REMUNERATION COMMITTEE AND POLICY
Your Company has in place a Nomination & Remuneration Committee and
has also adopted a Nomination
& Remuneration Charter and Remuneration / Compensation Policy. The
constitution of the committee along with the terms of reference to the committee is set
out in the Corporate Governance Report. The Nomination and Remuneration Charter and
Compensation Policy is available on the Company’s website at the following links:
http://gscl.mehtagroup.com/policy/nomination-and-remuneration-charter and http://gscl.mehtagroup.com/policy/compensation-policy.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed at Annexure
H. There were 355 permanent employees of the Company as on 31st March 2022.
A statement showing names and other particulars of employees drawing
remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) and other
details as required of the aforesaid Rules, forms part of this report. However, in terms
of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being
sent to the Members and others entitled thereto, excluding the aforesaid information. The
said information is available for inspection by Members at the Registered Office of the
Company during business hours on working days upto the date of the ensuing Annual General
Meeting. Members interested in obtaining a copy thereof, may write at gsclinvestorquery@mehtagroup.com
and underline whereupon a copy would be sent to such Member. Further, the details are also
available on the Company’s website at: http://gscl.mehtagroup.com/investors.
AUDITORS
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and Rules made there-under, the Company at its 44th AGM appointed M/s. Bansi S.
Mehta & Co, Chartered Accountants (Firm Registration No. 100991W) as Statutory
Auditors of the Company to audit the accounts of the Company upto the Financial Year
2021-22 who shall hold office from the conclusion of the 44th Annual General
Meeting till the conclusion of this Annual General Meeting of the Company. Accordingly, it
is proposed to re-appoint M/s. Bansi S. Mehta & Co, Chartered Accountants (Firm
Registration No. 100991W) as Statutory Auditors of the Company for a second term of 5
(five) years and shall hold the office from the conclusion of this AGM till the conclusion
of AGM to be held for the Financial Year 2026-27 on a remuneration to be determined by the
Board of Directors. The Report given by M/s. Bansi S. Mehta & Co, Chartered
Accountants on the financial statements of the Company for FY 2021-22 forms part of this
report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has appointed M/s. Ragini Chokshi
& Co., Practicing Company Secretaries as Secretarial Auditor of the Company.
The Secretarial Audit Report submitted by them in Form MR-3 in
accordance with Rule (9) of the Companies (Appointment and Remuneration Personnel) Rules,
2014 for the financial year ended March 31, 2022 is appended to this Report as Annexure
I.
The Board of Directors of your Company on the recommendation of the
Audit Committee appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as
Secretarial Auditor of the Company for the Financial Year 2022-23.
COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013
read with Companies (Cost Records and Audit) Rules, 2014 and on the recommendation of
Audit Committee, M/s. M. Goyal & Co. Cost Accountants have been appointed by the Board
as Cost Auditor of the Company for the Financial Year 2022-23. A Certificate of
eligibility under Section 148 of the Companies Act, 2013 has been received.
As per the requirement of the Act, 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 for seeking Members’ ratification for the
remuneration payable to M/s. M. Goyal & Co., Cost Auditor, is included at item no. 4
of the Notice convening the Annual General Meeting.
COST RECORDS
Your Company has maintained cost accounts and records as per the
requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014 for the year ended March 31, 2022.
TAX AUDITORS
The Board of Directors of your Company on the recommendation of the
Audit Committee appointed M/s. Bansi S. Mehta & Co., Chartered Accountants as Tax
Auditor to carry out the Tax Audit for the Assessment Year 2022-23.
INTERNAL AUDITORS
The Board of Directors of your Company on the recommendation of the
Audit Committee appointed Mr. Tushar J. Shah, Chartered Accountant, as an Internal Auditor
to carry out the Internal Audit of the Company for the Financial Year 2022-23.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees as specified under Section 143(12) of the Companies Act, 2013.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND THE SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015 AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI LODR Regulations, 2015, the Company has an Audit Committee
and details of its constitution, terms of reference of the said are set out in the
Corporate Governance Report.
RISK MANAGEMENT
Your Company has well-defined operational processes to ensure that
risks are identified and the operating management is responsible for identifying and
implementing the mitigation plans for operational and process risks. Key strategic and
business risks are identified and managed by senior management team with their active
participation. The risks that matter and their mitigation plans are updated and reviewed
periodically by the Audit Committee of the Board. The risks that are identified by the
plant, marketing and corporate are being addressed through risk response strategies and
subsequently mitigating actions are taken. The Risks as is escalated by the
"Executive Management" is reviewed periodically by the Audit Committee and the
Board and action taken as suggested.
Detailed note on Risk Management is given in the Management Discussion
and Analysis Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) CSR Policy
The Board of Directors, on the recommendation of the Corporate Social
Responsibility Committee, formulated a Corporate Social Responsibility Policy for welfare
of the society, which is in consonance with Section 135 of the Companies Act, 2013 on CSR.
The said policy was amended in accordance with CSR rules as amended under the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021 notified by the Ministry of
Corporate Affairs. The said policy is hosted on the Company’s website at the
following link: http://gscl.mehtagroup.com/policy/csr-policy.
Your Company’s CSR initiatives are as per the Company’s CSR
Policy. Our CSR program aims to address the immediate and long term needs of the community
and focus on where we can make the major impact on marginalized sections of the society.
CSR Committee
In terms of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to
time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The
role of the Committee includes formulation and recommending to the Board, a CSR Policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII of the Act and any amendments thereto, recommendation of the amount of
expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act
and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from
time to time.
Annual Report on CSR
The Annual Report on CSR activities for the FY 2021-22 in accordance
with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy)
Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and
projects undertaken by the Company during the FY 2021-22 are outlined in the Report on CSR
Activities annexed to this Report as Annexure J.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
Your Company has not received any significant or material orders passed
by any regulatory authority, court or tribunal in accordance with Rule 8(5) (vii) of
Companies (Accounts) Rules, 2014, which shall impact the going concern status and
Company’s operations in future.
OTHER INFORMATION
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo pursuant to provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed as Annexure
K to this report.
Whistle Blower Policy / Vigil Mechanism
In accordance with the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7(4) of the Companies (Meetings of Board and its powers) Rules,
2014 and the SEBI LODR Regulations, the Company is required to establish an effective
Vigil Mechanism for Directors and employees to report genuine concerns. Your Company has a
Whistle-blower Policy to encourage and facilitate employees to report concerns about
unethical behaviour, actual/ suspected frauds and violation of Company’s Code of
Conduct. The policy also provides for adequate safeguards against victimization of persons
who avail the same and provides for direct access to the Chairperson of the Audit
Committee.
During the FY 2021-22, no cases under this mechanism were reported to
the Company and /or to any of its subsidiaries / associates.
The Whistle Blower Policy is available on the website of the Company at
the following link: http://gscl.mehtagroup.com/policy/whistle-blower-policy.
Prevention of Sexual Harassment of Women at Workplace
Your Company is committed to provide safe and conducive working
environment to all its employees (permanent, contractual, temporary and trainees etc.) and
has zero tolerance for sexual harassment at workplace. In line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules thereunder, your Company has adopted a Policy on prevention, prohibition
and redressal of sexual harassment at workplace and has constituted Internal Complaints
Committee across various locations to redress complaints received regarding sexual
harassment.
During the year under review, Your Company has not received any
complaints of sexual harassment from any of the women at work place of the Company.
Extract of the Annual Return
Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as
amended from time to time, the Annual Return in Form MGT-9 is available on the website of
the Company at the following link:
http://gscl.mehtagroup.com/investors/shareholder-information/mgt-9.
OTHER DISCLOSURES:
Secretarial Compliance Report and Secretarial Audit
Your Company has received a Secretarial Compliance Report for the year
ended 31st March 2022 from M/s. Ragini Chokshi & Co., Practicing Company
Secretaries, pursuant to Regulation 24A of the SEBI LODR Regulations and is annexed hereto
as Annexure L. The said Report does not contain any qualification, reservation or
adverse remark.
Listing of Equity Shares
Your Company’s equity shares are listed on the BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as
prescribed for Financial Year 2022-23.
Investor Relations
Investor Relations (IR) at your Company serves as a medium for two-way
communication of information and insights between the Company and the Investor Community.
BSE Listing Centre and NEAPS (NSE Electronic Application Processing
System): -
BSE Limited and National Stock Exchange of India Limited have developed
web-based applications for Corporate. All compliances like Financial Results, Shareholding
Pattern and Corporate Governance Report, etc. are filed electronically on BSE Listing
centre and NEAPS within the timeline as prescribed under the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SCORES (SEBI complaints redress system):
SEBI processes investor complaints in a centralized web-based
complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a
complaint against a Company for his grievance. The Company uploads the action taken on the
complaint which can be viewed by the shareholder. The Company and shareholder can seek and
provide clarifications online through SEBI. The investor complaints are also handled and
resolved by the Company’s Registrar and Share Transfer Agent viz. M/s. Link Intime
India Pvt. Ltd.
Exclusive email ID for Investors:
Your Company has established an email id
gsclinvestorquery@mehtagroup.com exclusively for Investor servicing, and the same is
prominently displayed on the Company’s website at http://gscl.mehtagroup.com.
Information at Company’s website:
All historical and latest information/ updates are promptly available
on the Investors page of the Company’s website at http://gscl.mehtagroup.com to keep
its investors updated time to time.
ACKNOWLEDGEMENT
Your Directors would like to express sincere gratitude to all valuable
stakeholders of the Company viz., the Central and State Government Departments,
Organizations, Agencies, our customers, shareholders, dealers, vendors, banks, medical
fraternity, patients and other business associates for their excellent support and
co-operation extended by them during the financial year under review.
For and on behalf of the Board of Directors
|
Jay Mehta |
M.S. Gilotra |
|
Executive Vice Chairman |
Managing Director |
|
(DIN: 00152072) |
(DIN: 00152190) |
| Place: Mumbai |
|
|
| Date: May 26, 2022 |
|
|
+91-9892691696
