Gujarat Alkalies & Chemicals Ltd Directors Report

To

The Members,

Your Directors present this 51^st Annual Report of the Company on the business and operations of the Company together with Standalone and Consolidated Audited Financial Statements (Ind AS based) for the Financial Year ended 31^st March, 2024 and the report of the Auditors thereon.

PERFORMANCE AND FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2024 is summarized below:

FINANCIAL RESULTS - SUMMARY AND HIGHLIGHTS

(Rs. in Crores)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	3,806.63	4,516.50	3,806.63	4,516.50
Other Income	90.07	42.15	90.07	42.15
Profit / (Loss) before Depreciation, Finance Cost and Tax Expense	226.10	1,156.74	226.10	1,156.74
Less: Depreciation / Amortisation / Impairment	377.41	276.09	377.41	276.09
Profit / (Loss) before Finance Cost and Tax Expense	(151.31)	880.65	(151.31)	880.65
Less: Finance Cost	44.57	19.46	44.57	19.46
Share of Profit / (Loss) of Joint Venture	-	-	(104.60)	(166.08)
Profit / (Loss) Before Tax Expense	(195.88)	861.19	(300.48)	695.11
Less: Tax Expense (Current & Deferred)	(63.64)	285.49	(63.64)	285.49
Profit / (Loss) for the year (1)	(132.24)	575.70	(236.84)	409.62
Total Other Comprehensive Income / (Loss) (2)	346.10	(96.26)	346.10	(96.26)
Total (1 + 2)	213.86	479.44	109.26	313.36
Balance of Profit / (Loss) for earlier years	2,408.32	1,973.80	2,237.08	1,968.65
Amount available for Appropriation	2,273.70	2,481.76	1,997.86	2,310.52
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	172.94	73.44	172.94	73.44
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	2,100.76	2,408.32	1,824.92	2,237.08
Earning per Share	Rs.(18.01)	Rs.78.39	Rs.(32.25)	Rs.55.78
Dividend per Share	Rs.23.55*	Rs.10.00	Rs.23.55*	Rs.10.00
Book Value per Share	Rs.639.82	Rs.683.04	Rs.602.25	Rs.659.72

* Dividend per Share Rs.23.55 for the FY 2022-23 paid in FY 2023-24.

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the Companys performance for the year ended 31^st March, 2024 are as under:

At Standalone Level

• The Company has achieved Net External Sales of Rs.3,702.77 Crores during the year 2023-24 as against Rs.4,401.86 Crores in the Previous Year.

• Total production of all products has increased by 12.88% to 20,46,173 MT during the year 2023-24 from 18,12,758 MT in previous year.

• Other Operating income has decreased by 9.40% to Rs.103.86 Crores during the year 2023-24 from Rs.114.64 Crores in previous year.

• Other income has increased by 113.69% to Rs.90.07 Crores during the year 2023-24 from Rs.42.15 Crores in previous year.

• EBITDA has decreased by 80.45% to Rs.226.10 Crores during the year 2023-24 from Rs.1,156.74 Crores in previous year.

• The Company incurred Loss of Rs.195.88 Crores during the year 2023-24 as against Profit Before Tax of Rs. 861.19 Crores in previous year.

• Loss After Tax was Rs. 132.24 Crores during the year 2023-24 as against Profit After Tax of Rs. 575.70 Crores in previous year.

At Consolidated Level

• EBITDA has decreased by 87.74% to Rs.121.50 Crores during the year 2023-24 from Rs.990.66 Crores in previous year.

• The Company incurred Loss of Rs.300.48 Crores during the year 2023-24 (on consolidation basis) as against Profit Before Tax of Rs. 695.11 Crores in previous year.

• Loss After Tax was Rs. 236.84 Crores during the year 2023-24 (on consolidation basis) as against Profit After Tax of Rs. 409.62 Crores in previous year.

TRANSFER TO RESERVES

The Company has not transferred any sum to the General Reserve Account during the Financial Year 2023-24.

DIVIDEND

Your Directors are glad to recommend a Special Dividend @ Rs.13.85 per share (i.e. 138.50%) to be paid out of Free Reserves of the Company on 7,34,36,928 Equity Shares of Rs.10/- each fully paid up for the year ended 31^st March, 2024 (Previous Year - Dividend @ Rs.23.55 per share i.e. 235.50%). Special Dividend is subject to approval of members at this Annual General Meeting and shall be subject to deduction of TDS as per Income Tax Act, 1961.

The special dividend recommended is in accordance with the Companys "Dividend Distribution Policy".

MATERIAL CHANGES AND COMMITMENTS

There has been no other material changes and commitments, which affect the financial position of the Company which have occurred between the end of the Financial Year 2023-24 and the date of this Report. There has been no change in the nature of business of the Company.

The management does not see any risk to Companys ability to continue as a going concern and expects that the Company will be able to meet its liabilities in the foreseeable future as and when the same would become due.

SHARE CAPITAL

As on 31^st March, 2024, the authorized share capital of the Company consisted of 250,00,00,000/- (Rupees Two Hundred Fifty Crores Only) divided into 25,00,00,000 (Twenty-Five Crore) Equity shares of Rs. 10/- (Rupees Ten Only) each, and the paid-up equity share capital as on 31^st March, 2024, consisted of 7,34,36,928 equity shares of Rs. 10/- each. During FY 2023-24, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure - 1 to this report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

GACL-NALCO Alkalies & Chemicals Pvt. Ltd.

The Company and National Aluminium Company Limited (NALCO), a Government of India Enterprise (a Navratna Company) have jointly incorporated a Joint Venture Company, viz., GACL-NALCO Alkalies & Chemicals Pvt. Ltd. (GNAL) (CIN U24100GJ2015PTC085247) on 4^th December, 2015 for setting up 2,66,667 MTPA (100%) Caustic Soda Plant and 130 MW Coal based Power Plant at Dahej, Gujarat.

The Company holds 60% and NALCO holds 40% in GNAL. Accordingly, GNAL is a subsidiary of the Company. Effective from 1^st April 2024, GNAL has become material subsidiary company of the Company.

The Managing Director of GACL is the Chairman of GNAL. The Managing Director of GACL does not draw any commission or any remuneration from GNAL except incidental expenses of Rs.2,500/- per day of meeting(s) for attending the meetings of the Board of Directors or Committees thereof.

As per Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of financial statement of the Joint Venture / Subsidiary Company in Form AOC-1 forms part of the Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing Standalone and Consolidated Financial Statements of the Company has been placed on the Website of the Company at www.gacl.com. Further, the Audited Financial Statements of GNAL for the year ended 31^st March, 2024 are also placed on the Website of the Company at www.gacl.com and also at Website of GNAL at www.gnal.co.in

Interested Shareholders may obtain a physical copy of the audited financial statements of the Subsidiary Company by sending a request to the Company Secretary at the Companys Registered Office.

GNAL has successfully completed the start-up of all its units, including both the units of 130 MW Power Plant. The Caustic Soda Plant, Flaking Unit and Power plant are consistently operating in the range of 75-80% capacity.

Vadodara Jal Sanchay Pvt. Ltd.

The Government of Gujarat, vide Gazette Notification dated 28.05.2018, notified the “Policy for Reuse of Treated Waste Water" (TWW). As per the said Policy, Reuse of TWW was mandatory for industries consuming minimum 1 lakh litre per day (100 M³/day) of fresh water for Non-Potable purpose and which are situated within 50 km distance from STP or city limits.

In compliance of the said Policy, the Board of Directors of the Company at its Meeting held on 6^th February, 2020 had approved formation of Special Purpose Vehicle / Joint Venture Company comprising of Gujarat State Fertilizers & Chemicals Limited (GSFC), Gujarat Alkalies and Chemicals Limited (GACL), Gujarat Industries Power Company Limited (GIPCL) and Vadodara Municipal Corporation (VMC) as its joint venture partners for establishment of a new secondary treated waste water plant (STP) of 50 MLD capacity in the state of Gujarat. Accordingly, a Special Purpose Vehicle / Joint Venture Company in the name of Vadodara Jal Sanchay Private Limited (VJSPL) was incorporated on 22.07.2020 for establishment of new secondary treated waste water plant (STP) of 50 MLD at Vadodara, Gujarat. The Company (GACL) had subscribed 3,00,000 equity shares of Rs.10/- each (i.e., Rs.30 lakhs) (15%) to the Memorandum of Association (MoA) of VJSPL on 15^th July 2020.

Memorandum of Understanding / Term sheet between GACL and GAIL (India) Limited

In response to the Honble Prime Minister of Indias call for Atmanirbhar Bharat, the Company (GACL) and GAIL (India) Limited (GAIL) have signed Memorandum of Understanding (MoU) for setting up a 500 KLD Bioethanol plant in Gujarat. The estimated project cost is to the tune of Rs.1000 Crores and it is expected to generate annual revenue of approximately Rs.1500 Crores. A Term Sheet for the same has been executed between the Parties. The techno economic feasibility study has been completed and

is being reviewed prior to proposing for investment decision. In the meantime, the process of identifying and acquiring suitable land is ongoing.

Memorandum of Understanding between GACL and NTPC Renewable Energy Ltd. (NTPC-REL)

Gujarat Alkalies and Chemicals Limited (GACL) and NTPC Renewable Energy Limited (NTPC REL), a wholly owned subsidiary of NTPC Limited have signed Memorandum of Understanding (MOU) on 6^th July, 2022 at New Delhi to explore the business opportunities of mutual interest in the areas of sourcing of renewable power having optimum mix of solar, wind and other clean energy including energy storage solutions to the extent of about 100 MW, as required for the operations and manufacturing activities of GACL at Vadodara Complex and/or Dahej Complex or any of its other Complexes. The discussions with NTPC are going on for finalizing the project configuration and other terms. Actions were also initiated on jointly synthesizing Green Chemicals such as Methanol and Ammonia for captive use by GACL using Hydrogen and CO₂ available at GACL.

This is a first-of-its-kind novel initiative between leading CPSE and State Government Promoted Company to support countrys commitment to achieve renewable energy targets and reduce greenhouse emissions.

A Term Sheet will be signed by both the Parties after concluding negotiations on the tariff and later on both the Parties will mutually decide to enter into definitive agreement(s).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size and nature of its business. The Company periodically reviews the internal financial controls in the light of new statutes, changes in business models, adoption of new technology solutions and suggestions for improvements received from employees. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

For all amendments to Indian Accounting Standards (Ind-AS) and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated with the Statutory Auditors.

The Company has a stated process and periodicity for physical verification of its inventory and fixed assets. All variances are analyzed and accounted post necessary approvals.

The Company gets its financial statements reviewed every quarter by its Statutory Auditors. The accounts of GNAL are audited and certified by their Statutory Auditors for consolidation.

None of the auditors of the Company has reported any fraud as specified under second proviso of section 143(12) of the Companies Act, 2013 including any statutory modifications or re-enactments thereof for the time being in force.

CREDIT RATING

The Companys financial discipline and prudence are reflected in the strong credit rating described by rating agency as per the following particulars:

Instrument	Rating Agency	Rating	Date of Rating
Long Term Bank Facilities	CARE Ratings Limited (CARE)	CARE AA (Double A)	CARE Letter No. CARE/ARO/ RL/2024-25/3298 dated 30lh July, 2024
Short Term Bank Facilities	CARE Ratings Limited (CARE)	CARE A1 + (A One Plus)
Commercial Paper Issue aggregating to Rs.100 Crore	CARE Ratings Limited (CARE)	CARE A1 + (A One Plus)	CARE Letter No. CARE/ARO/ RL/2024-25/3298 dated 30lh July, 2024

CARE reaffirmed the above credit ratings and the same has been informed to the Stock Exchanges (BSE & NSE) vide letter dated 30^th July, 2024 and also placed on the Companys Website at https://gacl.com/credit-rating/

RISK MANAGEMENT

The Company has constituted Risk Management Committee of Directors w.e.f. 11^th February, 2016. Shri Nitin Shukla had been appointed as the Chairman of the said Committee w.e.f. 3^rd February, 2024, by way of reconstitution of the Committee. As on 31^st March, 2024, below are the Members of the Risk Management Committee:

1. Shri Nitin Shukla, Chairman;

2. Shri Rajiv Lochan Jain;

3. Shri S B Dangayach; and

4. Shri Swaroop P. IAS.

The Company has also constituted Internal Risk Management Committee comprising of Senior Executives of the Company who are heading respective departments viz. Finance, Manufacturing, Marketing, Purchase, Project, Safety, Information Technology, HR, Secretarial and Legal functions. The Managing Director is the Chairman of the Internal Risk Management Committee. The Internal Risk Management Committee reports to the Managing Director and the risks identified by the said Committee along with proposed mitigation actions are discussed periodically on quarterly basis with the Managing Director.

The Risk Management Committee of Directors was renamed as "Risk Management-cum-Safety Committee" w.e.f. 10^th November, 2016 by the Board. The existing Internal Risk Management Committee of Senior Executives of the Company continues to function. Out of the various risks identified by the Internal Risk Management Committee, the Audit Committee has identified certain critical risks, which are reviewed by the Risk Management-cum-Safety Committee, the Audit Committee and by the Board of Directors periodically. A Report on the steps taken to mitigate those critical risks is also submitted to the Risk Management-cum-Safety Committee, Audit Committee and the Board of Directors.

Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and Sections 134 & 177 of the Companies Act, 2013 ("the Act") and other applicable provisions, if any, of the SEBI Listing Regulations and the Act, the Board of Directors of the Company have also approved and framed "Risk Management Policy" of the Company.

During the year, the Company has amended its Risk Management Policy and the amended Policy is available at https://gad.com/wp-content/uploads/2023/12/Risk-Management-Policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy ("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors and Employees of the Company.

As per the Policy, a whistle blower can make protected disclosures to the Chairman of the Audit Committee. During the Financial Year 2023-24, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy.

The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Companys Website at the weblink:

https://gad.com/wp-contentluploads/2024/04/VIGIL_iECHANISi_CUi_WHISTLE_BLOWER_POLICY-AS-PER-SEBI-LODR.pdf

CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report.

The CSR Committee has formulated and recommended to the Board, CSR Policy identifying the activities to be carried out by the Company and the said CSR Policy was approved by the Board of Directors at their Meeting held on 23.07.2014. The Board of Directors at their Meeting held on 26.05.2015 and 18.05.2021 had approved some modifications in the CSR Policy including to undertake CSR activities through GACL Education Society (GES), now GACL Foundation Trust (GFT). GFT is a Society registered under the Societies Registration Act, 1860 and under the Bombay Public Trust Act, 1950 and registered under section 12A and 80G of the Income Tax Act, 1961. GES has also filed Form CSR-1 and got the required registration number from MCA in pursuance of the applicable provisions of Companies (CSR) Rules, 2014. The Charity Commissioner, Vadodara issued order on 22.11.2023 for merger/amalgamation of GACL Education Society (GES) and GACL Foundation Trust (GFT) and the name of the trust should be GACL Foundation Trust (GFT). GFT has also filed Form CSR-1 and got the required registration number from MCA in pursuance of the applicable provisions of Companies (CSR) Rules, 2014.

The details about various activities carried out by the Company under CSR through GFT as well as directly by the Company are given in the Management Discussion and Analysis which forms part of the Annual Report.

The CSR Policy may be accessed on the Companys Website at the weblink: https://gacl.com/wp-content/uploads/2023/12/CSR_POLICY-1.pdf

As per the provisions of Section 135 of the Companies Act, 2013, the statutory amount (i.e. 2% of the average net profits of the last three Financial Years) that was required to be spent by the Company for various CSR activities during the Financial Year 2023-24 was Rs. 1254.00 Lakhs. The Company has spent Rs. 710.81 Lakhs towards various CSR activities during the Financial Year 2023-24. The unspent amount of Rs. 543.19 Lakhs towards various ongoing CSR projects was transferred to "GACL Unspent Corporate Social Responsibility Account 2023-24" within 30 days from the close of Financial Year 2023-24. The unspent amount transferred to such account will be utilized for the ongoing projects in next three Financial Years. The Company shall transfer unspent amount, if any, lying in this account at the end of third Financial Year to Fund(s) specified in Schedule VII, within statutory time limit, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Thus, the Company has met its obligation under Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities for the Financial Year 2023-24 is annexed herewith as Annexure - 2.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

A. Appointment / Reappointment / Cessation of Directors, Key Managerial Personnel and Senior Management

The Board of Directors at its Meeting held on 08.08.2023 noted cessation of Shri Raj Kumar, IAS, as Director & Chairman of the Company with effect from 19.06.2023.

The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Shri Raj Kumar, IAS to the Company during his tenure as Director and Chairman of the Company.

As recommended by the Nomination-cum-Remuneration Committee and pursuant to Articles 7 and 11 of the Articles of Association of the Company, the Board of Directors appointed Dr. Hasmukh Adhia, IAS (Retd.) as Director & Chairman on the Board of Directors of the Company vice Shri Raj Kumar, IAS with effect from i.e., 20^th June, 2023 vide Government of Gujarats Resolution No. MIS/11-2016/1765/E dated 19^th June, 2023.

In terms of the SEBI Listing Regulations, effective from January 1, 2022, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next General Meeting or within a time period of three (3) months from the date of appointment, whichever is earlier and that the appointment of Director shall be subject to the approval of Members by way of an ordinary resolution. As the period of three months would conclude before AGM, the Company sought approval of Shareholders for following items of special business:

(i) appointment of Dr. Hasmukh Adhia, IAS (Retd.) as Director & Chairman of the Company by means of electronic voting (remote e-voting) as mentioned in Postal Ballot Notice dated 08.08.2023. The Resolution contained in Postal Ballot Notice dated 08.08.2023 was approved by requisite majority of Members through remote e-voting. Accordingly, the Resolution was declared to be passed on 13.09.2023.

The Board of Directors at its Meeting held on 03.02.2024 noted cessation of Shri M K Das, IAS, as Director of the Company with effect from 21.11.2023.

The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Shri M K Das, IAS to the Company during his tenure as Directors of the Company.

As recommended by the Nomination-cum-Remuneration Committee and pursuant to Articles 7 and 11 of the Articles of Association of the Company, the Board of Directors appointed Dr. Rahul Gupta, IAS as Director on the Board of Directors of the Company vice Shri M K Das, IAS with effect from i.e., 22^nd November, 2023 vide letter No. GIIC-1087-4282-P dated 9^th November, 2023 received from the Industries and Mines Department, Government of Gujarat.

In terms of the SEBI Listing Regulations, effective from January 1, 2022, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next General Meeting or within a time period of three (3) months from the date of appointment, whichever is earlier and that the appointment of Director shall be subject to the approval of Members by way of an ordinary resolution.

As the period of three months would conclude before AGM, the Company sought approval of Shareholders for following items of special business:

(i) appointment of Dr. Rahul Gupta, IAS as Director of the Company by means of electronic voting (remote e-voting) as mentioned in Postal Ballot Notice dated 21.11.2023. The Resolution contained in Postal Ballot Notice dated 21.11.2023 was approved by requisite majority of Members through remote e-voting. Accordingly, the Resolution was declared to be passed on 05.01.2024.

As recommended by the Nomination-cum-Remuneration Committee and pursuant to Articles 7 and 11 of the Articles of Association of the Company, the Board of Directors appointed Shri Bimal Julka, IAS (Retd.) (DIN: 03172733) and Dr. Chinmay Ghoroi (DIN: 10697793) as an Additional and Non-Executive Directors of the Company for 5 (five) consecutive years, with effect from 11^th July, 2024, subject to approval by Shareholders of the Company. Brief profile of the Directors, are forming part of the Notice of this Annual General Meeting.

The Board of Directors at its Meeting held on 8^th August, 2024 noted resignation of Shri J P Gupta, IAS (DIN: 01952821) as Director of the Company effective from 05.08.2024 and completion of tenure of five years of Shri S B Dangayach (DIN: 01572754) as an Independent Director of the Company with effect from 08.08.2024. The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Shri J P Gupta, IAS as Director and Shri S B Dangayach, as an Independent Director of the Company during their tenure of the Company.

Dr. Hasmukh Adhia, IAS (Retd.) (DIN: 00093974), Director will retire by rotation at this Annual General Meeting, and being eligible, has offered himself for reappointment. The Board recommends his re-appointment as Director & Chairman of the Company.

Brief profile of Dr. Hasmukh Adhia, IAS (Retd.) Director is forming part of the Notice of this Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Shri Swaroop P. IAS Managing Director was appointed as Key Managerial Personnel of the Company effective from 29.07.2022. Shri Sanjay S Bhatt, Company Secretary and Shri Shailesh Damani, Chief Financial Officer, are the Key Managerial Personnel of the Company effective from 14.05.2014 and 08.08.2024 respectively. Shri Ram Gianani, AGM (Finance) was appointed as Chief Financial Officer with effect from 18.11.2023, who ceased to be Chief Financial Officer with effect from 08.08.2024. Shri Ram Gianani will continue to serve as Additional General Manager (Finance) of the Company.

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended time to time, there was following change in the Senior Management.

During the year, Shri Vinayak Kudtarkar, GM (F) & CFO resigned on 18.11.2023 and therefore he has ceased, as employee of the Company. Shri Manish Shah, GM (CP & P) has ceased to be employee of the Company due to retirement on 30.01.2024. The Company has retained him as "Consultant" upto 31.01.2025.

B. Independent Directors

Attributes, Qualifications & Independence of Directors and their Appointment

The Nomination-cum-Remuneration Committee adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules made thereunder and the SEBI Listing Regulations. The brief particulars of the Directors are provided in the Report on Corporate Governance forming part of this Annual Report.

The Company has received declarations from the Independent Directors confirming that

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations;

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence; and

(c) they have registered/renewed their names in the Independent Directors Databank, pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the SEBI Listing Regulations and are independent of the management of the Company.

C. Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Directors, Managing Director and Chairperson. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

D. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination-cum-Remuneration Committee, formulated a Nomination & Remuneration-cum-Board Diversity Policy for selection, appointment of Directors and Senior Management and their remuneration.

Information about the Policy is provided in the Corporate Governance Report and the said Policy may be accessed on the Companys Website at the weblink: https://gad.com/wp-content/uploads/2023/12/Nomination-Remuneration-Cum-Board-Diversity-Policy.pdf

E. Meetings

During the year, four (04) Board Meetings and four (04) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings held was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board.

AUDITORS

A. Internal Auditors

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on 18^th June, 2020 appointed M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara as Internal Auditors for conducting Internal Audit of the Company for the period from 1^st July, 2020 to 30^th June, 2025.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors and the corrective actions if any, are taken by the Management.

B. Statutory Auditors

M/s. K C Mehta & Co LLP, Chartered Accountants, Vadodara (Firm Reg. No. 106237W/W100829) were appointed as the Statutory Auditors of the Company for a period of five years i.e., from the conclusion of 46^th Annual General Meeting till the conclusion of 51^st Annual General Meeting.

On completion of five years tenure, Board of Directors of the Company has on recommendation of the Audit Committee in its Meeting held on 30^th May, 2024 recommended for the appointment of M/s. Prakash Chandra Jain & Co., Chartered Accountants, Vadodara (Firm Registration No. 002438C) as the Statutory Auditors of the Company for a period of five (5) consecutive years from the conclusion of 51^st AGM till the conclusion of 56^th AGM. You are, therefore, requested to appoint M/s. Prakash Chandra Jain & Co., Chartered Accountants, Vadodara as the Statutory Auditors of the Company to hold office for the said period.

The Auditors Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

C. Cost Auditors

The Board of Directors of the Company at its Meeting held on 30^th May, 2024 has approved the appointment of M/s. Y. S. Thakar & Co., Cost Accountant in practice, Vadodara (Firm Registration No. 000318) as Cost Auditors for the next three financial years i.e.

F.Y.2024-25, 2025-26 & 2026-27 as per the provisions of the Companies Act, 2013, subject to the approval of shareholders of the Company, to conduct the audit of Cost Records maintained by the Company at annual remuneration of Rs. 3,19,000/- plus applicable GST.

As per the provisions of the Companies Act, 2013, your Directors propose the Resolution in the Notice in respect of remuneration payable to the Cost Auditors for the financial years 2024-25 for your ratification and approval.

The Company maintains necessary cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Auditors is annexed herewith as Annexure - 3. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

The Company has complied with Regulation 24A of the Listing Regulations. GNAL has got Secretarial Audit carried out by Practicing Company Secretary. Copy of Secretarial Audit Report of GNAL is annexed at Annexure - 4 and is also available on the website of the Company. The Secretarial Audit Report of GNAL does not contain any qualification, reservation, adverse remark or disclaimer.

As per SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 read with Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the year ended on 31^st March, 2024 given by M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Secretarial Auditors was submitted to Stock Exchanges (BSE & NSE) within prescribed time limit.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Transfer of Dividend and corresponding Equity Shares to the Investor Education and Protection Fund

During the Financial Year 2023-24, unclaimed dividend for the Financial Year 2015-16 aggregating Rs.21,29,756/- had been transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred Rs. 62,01,823/- (Net of Tax) to the bank account of the IEPF towards dividend declared by the Company for the Financial Year 2022-23, for such shares which were transferred to the IEPF earlier.

During the Financial Year 2023-24, the Company has also transferred 33,147 Equity Shares to the IEPF in respect of which dividends remained unclaimed for seven consecutive years, 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, as amended.

Shareholders may claim their unclaimed dividend for the years prior to and including the Financial Year 2015-16 and the corresponding shares, if any, from the IEPF Authority by applying in the prescribed Form No. IEPF-5.

This form can be downloaded from the Website of the IEPF Authority at www.iepf.gov.in. The access link of which is also available on the Companys Website at www.gacl.com under the section Investors.

Attention of the Members is drawn that the unclaimed dividend for the Financial Year 2016-17 and the corresponding shares will be due for transfer to the IEPF on 16^th October, 2024 for which purpose communication has been sent to all the concerned Shareholders advising them to claim their dividends, failing which the said shares will be transferred to IEPF Authority within 30 days from the said due date. Notices in this regard have also been published in newspapers. Details of such shares are available on the Companys Website under the section Investors.

Details of Nodal Officer

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund Authority are as under:

Name: Shri Sanjay S Bhatt

Designation: Company Secretary & CGM (Legal, CC & CSR)

Postal Address: PO : Ranoli : 391 350,

Dist.: Vadodara (Gujarat)

Telephone No.: 0265-6111453 / 0265-6111000

Mobile No.: 7069053850

E-mail ID: cosec@gacl.co.in

The Company has also displayed the above details of Nodal Officer at its Website at www.gacl.com.

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of all the requirements stipulated under the SEBI Listing Regulations.

A detailed report on Corporate Governance for the year under review along with Certificate issued by Practicing Company Secretary in terms of provisions of the SEBI Listing Regulations is attached herewith forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per the provisions of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) containing initiatives taken by the Company from environmental, social and governance perspective is annexed herewith as Annexure - 5 as part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to remuneration and other details of employees as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in the Annexure - 6, forming part of this Report. Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Rules are available to any Shareholder for inspection.

Further, there was no employee holding 2% or more of the Equity Shares of the Company during the Financial Year 2023-24.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee of Directors at its Meeting held on 3^rd February, 2024 has accorded omnibus approval to execute transactions with related parties up to the value of Rs.1 Crore. During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business at arms length price and/or within the omnibus approval granted by the Audit Committee. The Company has not entered into contracts / arrangements / transactions with Related Parties which could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party Transactions.

Since, all the contracts / arrangements / transactions with Related Parties during the year were in the ordinary course of business and/or the same were at arms length as well as under the special omnibus approval route and not being material transaction as defined under the Act / Rules, disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

Policies may be accessed on the Companys Website at the weblink: https:lj)dcoml?piiintenlupliadswii23l12IRel)ted-P)ity-lransictions-Policy,pdf andhttps://gat:[t:om/wp-t:ontentuploads/2023/12/Policy-Qn-Malenal-Subsidianes,pdf

Your Directors draw attention of the Members to Note No. 38 to the Financial Statements which sets out Related Party disclosures.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5,6,7,17 & 43(i)(g) of the Notes to the Financial Statements.

INSURANCE

The Company has taken adequate insurance for all its properties. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

The Company has D & Q Liability Insurance Policy which is reviewed in terms of the quantum and risk coverage as per the Regulation 25(10) of the SEBI Listing Regulations.

LISTING REGULATIONS COMPLIANCE

The Companys Equity Shares are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and their listing fees for the Financial Years 2023-24 and 2024-25 have been paid and the provisions of the SEBI Listing Regulations have been complied with.

ANNUAL RETURN

The Draft Annual Return of the Company as on March 31, 2024 is available on the Companys Website and can be accessed at weblink: https://gacl.com/wp-content/uploads/2024/08/Draft-Form-MGT-7_W.pdf

The Annual Return of 2022-23 in prescribed Form No. MGT- 7, as required under Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 has been placed on the Companys Website at the weblink: https://gacl.com/wp-content/uploads/2024/02/Form-MGT-7-Annual-Return-for-FY-ended-on-31.03.2023.pdf

The same was filed with the Registrar of Companies, Gujarat (RQC) on Ministry of Corporate Affairs (MCA) portal within prescribed time limit.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company at its Meeting held on 26^th May, 2017 has adopted "Dividend Distribution Policy" effective from 26^th May, 2017. The Company has further amended its "Dividend Distribution Policy" approved by the Board of Directors on 22^nd May, 2023 which is applicable with effect from 22^nd May, 2023 is available on the Companys Website at the weblink:

https://gacl.com/wp-content/uploads/2023/12/Dividend-Distribution-Policy.pdf

The dividend recommended by the Board for the year ended 31^st March, 2024 is in accordance with the said Dividend Distribution Policy.

GENERAL INFORMATION

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESQP.

4. Issue of shares, Issue of debentures, warrants, bonds, other convertible securities or any non-convertible securities.

5. No significant or material orders were passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations and No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

6. No fraud has been reported by the Auditors to the Audit Committee or the Board.

7. There has been no change in the nature of business of the Company.

8. There was no instance of one-time settlement with any Bank or Financial Institution.

Your Directors further state that the Company has constituted a Committee for prevention of Sexual Harassment of Women at Work place named as "Internal Complaint Committee- cum-Gender Equality Committee" under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred as "the said Act") to enquire into complaints and recommend appropriate action, wherever required. During the year under review, the Committee had not received any complaint of sexual harassment.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2024, the applicable accounting standards have been followed;

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 as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis forms part of the Boards Report and it deals inter-alia with the Business, Operations & Financial Performance, Research & Development, Expansion & Diversification, Risk Management, Outlook, Safety & Environment, Corporate Social Responsibility, Material Development in Human Resources etc. as stipulated under the SEBI Listing Regulations.

ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business associates, Promoters, Shareholders and employees of the Company for their continued support. The Directors also gratefully acknowledge all stakeholders of the Company viz.: customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitments and continued contribution to the Company.

	For and on behalf of the Board
	Sd/-
Place : Vadodara	DR. HASMUKH ADHIA, IAS (Retd.)
Date : 8th August, 2024	CHAIRMAN