gujarat fluoroch Management discussions

<dhhead>Management Discussion and Analysis Report</dhhead>

Global Economic Overview

The global economy has shown remarkable resilience and reported moderate growth in 2022, despite facing unprecedented challenges. While macroeconomic hurdles, such as inflation, trade conflicts and geopolitical tensions initially slowed growth momentum, the world’s steady economic rebound has created an optimistic future. Governments worldwide have enhanced resilience by implementing well-crafted monetary policies, leading to a faster resurgence of economic activities. As a result, we can expect a prosperous and promising economic outlook in the upcoming years.

The International Monetary Fund’s (IMF) World Economic Outlook, released in April 2023, reveals that the global economy exhibited a growth rate of 3.4% in 2022, with a projected growth rate of 2.8% in 2023 and 3.0% in 2024. While inflationary pressures initially hindered the swift resurgence of economic activities after the Covid-19 pandemic in 2022, the adoption of incremental interest rates has successfully contained inflation since the beginning of 2023.

In 2022, advanced economies experienced inflationary pressures that resulted in a deceleration of economic growth, which persisted into 2023. Furthermore, emerging markets are expected to experience a stronger rise in economic growth compared to advanced economies, with an anticipated growth rate of 3.9% in 2023 and 4.2% in 2024 on an average. In contrast, the projected growth rate for advanced economies is forecasted to be lower at 1.3% in 2023 and 1.4% in 2024.

Regarding inflation, the pressure is expected to decrease from 8.7% in 2022 to 7% in 2023 and 4.3% in 2024. The anticipated decline in inflationary pressure is attributed to the declining international fuel and non-fuel commodity prices due to weaker global demand and the tightening of monetary policy. However, the demand boosts across the nations are stoking inflationary pressure in the economy and fuelling a steady rebound.

 

Outlook

The global economy has shown resilience, driven by strong labour markets, significant household consumption and business investment. Additionally, the recent surge in consumer demand has provided further support for the economy. However, core inflation, which excludes the more volatile energy and food prices is expected to remain subdued under current conditions.

Looking ahead, the economic outlook for 2023 is moderate, with a projected growth rate of 2.8%. In response to inflationary pressures, contractionary monetary policies are being implemented, while fiscal policies are being developed to address cost-of-living pressures in line with these monetary policies. These measures are expected to drive economic stability and support sustained growth.

 

Indian Economic Overview

The financial year 2022-23 coincided with the celebration of India’s 75^th year of Independence as well as its rise to becoming the world’s fifth-largest economy in terms of the current rate of dollars. The economy grew by 7% as projected, reaching a nominal GDP of USD 3.5 Trillion. Despite high oil prices causing a trade deficit, India’s current account deficit and financing concerns have eased. This improvement is attributed to the Reserve Bank of India’s proficient management of foreign exchange reserves and India’s prudent external borrowing policies. The nation’s progressive journey has been bolstered by the significant rebound of economic activities, especially in private sector consumption and increased Government focus on infrastructure development.

Despite maintaining a steady growth momentum, India has experienced inflationary pressure gradually since the beginning of 2022. In response to the crisis, the Reserve Bank of India began to recalibrate its monetary policies and raised the repo rate in five consecutive steps to 6.50%. As a result, the Indian economy has already started to witness a relief from inflationary pressure, registering moderate inflation from the third quarter of FY 2022-23 onwards.

In all, India’s economic recovery has been made robust and sustainable through carefully and consciously pursued policies. With sound fundamentals, the country embarks on its 25 years journey towards its centenary as a modern, independent nation, flourishing and shinning during its Amrit Kaal.

 

Outlook

The Economic Survey of India has projected the GDP growth of the Indian economy to expand at 6.5% in FY 2023-24. This comes on the back of greater financial inclusion and digital technology-based economic reforms, which resulted in increased e_ciency gains and opportunities. India’s growth prospects appear to be more promising than they were before the Covid-19 pandemic. In all, the economy is well-positioned to achieve its potential over the medium term.

Indian Economic Growth	(% Change)
FY 2018-19	6.8
FY 2019-20	3.7
FY 2020-21	(6.6)
FY 2021-22	8.7
FY 2022-23	7.0
(Source: MoSPI, NSO)

 

Industry Overview

Fluoropolymers Industry

Fluoropolymers are type of polymers with multiple carbon-fluorine bonds, where the fluorine is directly attached to the backbone of carbon polymer. These polymers possess a range of desirable properties, such as high resistance to acids, solvents and bases, excellent insulation and resistance to high voltages. In addition, their attributes include flexibility at extremely low and high temperatures, fire retardancy, chemical resistance to specialty fuels and low weight among others.

Fluoropolymers are available in several forms, including granules, films, pastes, dispersions and melt-processable forms. These di_erent forms can withstand heat, water and salt, making them suitable for use in harsh environments. They are commonly used in sectors that require high thermal stability, cryogenic capabilities, chemical and flame resistance, high volume and surface resistivity, low coe_cient of friction, surface energy and dielectric constant.

The sectors that use fluoropolymers, include semiconductors, automotive, aircraft, space, lithium cell batteries, 5G data transmission systems, green hydrogen electrolysers, fuel cells, semiconductors, energy storage systems, IT, health, pharmaceuticals, electricals and electronics among others.

 

Growth Trends

The fluoropolymer industry is certain to experience significant growth, driven by increasing demand from various end-user industries such as automotive, chemical, medical and construction. In addition, emerging industries, including electric vehicles, 5G networks, the Internet of Things and solar energy shall also propel the surge in demand for fluoropolymers.

According to a report by Astute Analytica, the fluoropolymer market is expected to achieve a Compound Annual Growth Rate (CAGR) of 4.3% between 2021-2027, with an estimated market value of USD 10.2 Billion in 2027. This growth is attributed to several factors, including the increasing demand for high performance materials, the growing need for durable and reliable components in various industries and the rising use of fluoropolymers in emerging technologies.

The Asia-Pacific region is expected to be the fastest-growing market for fluoropolymers, owing to the growing demand from end-user industries in countries like China, India and Japan.

 

Global Fluoropolymer Industry Market Size (2020-27)

(USD million)

2027	10,196.50
2026	9,750.60
2025	9,329.70
2024	8,932.10
2023	8,563.50
2022	8,219.30
2021	7,899.10
2020	7,588

 

Factors Driving the Demand

The excellent heat resistance of fluoropolymers is one of the key factors driving their increased use in downstream industries, where they can help to protect equipment from damage. Fluoropolymers are also highly versatile and have a wide range of applications in machine parts, consumer goods, medical equipment, packaging and storage materials, among others.

Fluoropolymers are known for their high strength-to-weight ratio, making them an ideal choice for lightweight applications. This property gives developers greater design flexibility, allowing them to create products that are not only lightweight but also highly reliable and durable. By utilising fluoropolymers, manufacturers can produce sustainable products with longer service lives, reduced maintenance requirements and lower environmental impact.

Fluoropolymers are in use since 1940s because they are non-toxic, not soluble in water, not mobile, not bioaccumulative and do not degrade to any substances of concern. Because of these attributes, OECD has classified fluoropolymers as polymers of low concern.

 

Major Fluoropolymers

Polytetrafluoroethylene (PTFE) Industry

Polytetrafluoroethylene (PTFE) is a synthetic resin that is produced by polymerising tetrafluoroethylene (TFE). PTFE possesses several advantageous properties, such as toughness, non-flammability and the ability to produce a waxy surface finish. The growth of the PTFE industry is driven by several factors. PTFE’s e_ectiveness as an insulator in high voltage and high-temperature applications is a proven factor, making it particularly beneficial for electric vehicles. The growth of the PTFE industry is expected to continue, supported by these catalysing factors.

 

Application Areas Catered by GFL

Polyvinylidene Fluoride (PVDF) Industry

PVDF is a type of thermoplastic fluoropolymer, which possesses high inertness and stability. It is formed from the polymerisation of vinylidene difluoride (VDF). PVDF resins are used for easy processing in moulding, extrusion and compounding as thermostatic polymers. Furthermore, it is used as a powder to make solutions and additives. It has high chemical resistance to chlorine, bromine, iodine and other acids at high temperatures. The increasing use of PVDF resins in the aerospace and military industries to protect equipment from stress, moisture, chemicals and vibration is one of the primary market drivers. Along with this, PVDF displays pyroelectric and piezoelectric properties during poling, enabling its usage in battery and sensor applications. The rising demand for PVDF resins in lithium-ion batteries is attributed to its profound bonding, insulating capacity and high voltage stability. This, coupled with the increased production of e-vehicles, is the key factor driving the surge in the PVDF resins market. The global PVDF resin volume is projected to reach 3,48,982.45 tons by 2030.

(Source: www.mordorintelligence.com)

 

Application Areas Catered by GFL

Fluorine Kautschuk Material (FKM)

Fluorine Kautschuk Material (FKM), is experiencing steady growth due to the rising demand for materials that can withstand harsh environments and extremely high as well as low temperatures. They o_er exceptional performance in these extreme temperature environments, along with superior sealing ability and excellent mechanical characteristics, making them the preferred choice for such critical applications. Robust growth of end-use industries such as aerospace, automotive, consumer electronics and oil & gas is a key factor providing impetus to the global fluoroelastomer industry.

The Company has also embarked upon a project to make high tech FFKM - a sophisticated fluoroelastomer, finding increasing use in space industry and semiconductors.

 

Application Areas Catered by GFL

Perfluoroaloxy Alkanes (PFA)

PFAs, copolymers of tetrafluoroethylene and perfluoroethers, possess properties similar to PTFE, but with enhanced anti-stick properties and higher chemical resistance, albeit with reduced scratch resistance. Unlike PTFE, the presence of alkoxy substituents enables PFA to undergo melt-processing. With improved translucency, flow and creep resistance and thermal stability comparable to or exceeding PTFE, PFAs find extensive usage in hostile environments with chemical, thermal and mechanical stress requirements. They are commonly employed in piping and fittings for aggressive chemicals, as well as in corrosion-resistant linings for vessels within the chemical-processing industry. With the high capex plans for semiconductors across the globe, the demand for PFA will increase manyfold in the coming years.

 

Application Areas Catered by GFL

Key Downstream Industries

Electric Vehicles Industry

Electric vehicles (EVs) have experienced disruptive growth in the market over the past decade and especially in recent years. The adoption of clean mobility technology is becoming increasingly important in the global transition towards sustainable energy. According to market research, the global market for EVs, which reached 9.5 Million units in 2022, is projected to expand to 80.7 Million units by 2030, representing a CAGR of 30.7% over the analysis period of 2022-2030.

Furthermore, the market for EV batteries is experiencing significant growth propelled by factors including increasing demand for electric vehicles, advancements in battery technology, supportive Government policies and regulations, and the introduction of new plug-in EV models. The global electric vehicle battery market is projected to reach USD 134.6 Billion by 2027, exhibiting a remarkable CAGR of 19.9% during the period from 2022 to 2027.

 

New Age Vertical - Electric Vehicle Batteries

As part of its growth strategy, the Company is currently setting up an integrated EV battery chemicals complex, including main electrolyte salt, additives and electrolyte. It has also successfully developed suitable PVDF grades for cathode binder application. This initiative will require substantial capital expenditure in the upcoming years, but is expected to drive significant growth in revenues and profits for the Company.

 

GFL’s Products Catering EV segment

Solar Panels Industry

The Global Solar PV (photovoltaic) panels market has experienced substantial growth in recent years, with a market size and revenue share estimated to be around USD 151.18 Billion in 2021. This growth is expected to continue, with the market projected to reach around USD 292.32 Billion by 2030, at a CAGR of 8.6% between 2022 and 2030. The robust demand for solar cells has been driven by several factors, including increased environmental pollution and Government incentives and tax rebates for solar panel installation. The market has seen a surge in rooftop installations and an increase in applications in the architectural sector. Furthermore, the levelised cost of electricity for new solar capacity is over 50% cheaper than that of a new coal-fired power station, making solar energy an attractive alternative for power generation.

 

New Age Vertical - Solar Panels

Solar panels, which serve as the central component of solar power plants, utilise a back sheet that is based on PVDF film. The Company is currently in the process of establishing

India’s first PVDF solar film project, which is expected to be commissioned in the upcoming financial year. With its own integrated PVDF manufacturing facilities, this plant will be well-positioned to meet the demands of both the domestic and international markets.

 

GFL’s Products Catering Solar Panel Segment

PVDF Film

 

Hydrogen Fuel Cells and Electrolysers Industry

Green hydrogen holds immense potential in decarbonising various sectors, including industry, transportation, energy and heating, resulting in significant reductions in emissions. In Europe alone, there are approximately 200 hydrogen fuel cell projects in progress, with investments spanning multiple industries, from transportation to heavy industry (Source: Hydrogen Council, Europe). In India, major business entities have already announced substantial investments in the hydrogen sector. Electrolysers play a crucial role in converting renewable energy from sources like wind and solar power into green hydrogen and the functionality of electrolysers relies on the use of fluoropolymers. Furthermore, proton exchange membranes based on fluoropolymers are pivotal components in fuel cells and electrolysers.

 

New Age Vertical - Hydrogen Fuel Cells/ Electrolysers

The Company is leveraging its extensive expertise and predominantly fluoropolymer-based portfolio; and is strongly positioned to meet the demand for fluoropolymers in hydrogen electrolysers, fuel cells and charging stations. Additionally, the Company has undertaken a project to autonomously develop and manufacture proton exchange membrane (PEM) for these applications. This strategic initiative is anticipated to provide continuous and sustainable business growth for the Company in the foreseeable future.

 

GFL’s Products Catering Hydrogen Fuel Cells/Electrolysers Segment

Fluoropolymers (FKM, PTFE, FEP) Membranes Charging Accessories

 

Company Overview

Gujarat Fluorochemicals Limited (referred to as ‘GFL’ or ‘the Company’ or ‘We’) is a trusted producer of fluoropolymers, fluorochemicals, and bulk chemicals. The Company is a part of the INOXGFL Group, which operates across diversified business segments, including Fluoropolymers, Specialty Chemicals, Wind Energy and Renewables.

Our strength lies in Fluorine Chemistry expertise, vertical integration from natural minerals to fluoropolymers and robust R&D, allowing us to consistently deliver high-quality products that meet global regulatory standards.

The Company has established a prominent presence in the global fluoropolymers market, ranking among the top few players. We have expanded our exports worldwide, serving Europe, North and South America, and Asia. Our state-of-the-art facilities and strong R&D capabilities enable us to uphold the highest quality standards and comply with regulatory requirements, e_ectively meeting the needs of our global customers.

Sustainability is deeply ingrained in GFL’s business practices across the entire value chain. As a signatory to the United Nations Global Compact (UNGC) and a member of the Indian Chemical Council (ICC), GFL prioritises health, safety and environmental concerns, ensuring the well-being and security of our workforce. Our comprehensive sustainability e_orts make us reliable long-term partners for customers worldwide.

Commissioned additional capacities for FKM, PVDF and PFA, under stabilisation and sales

Ramped up production with the new specialty chemical plant

Setting up an initial commercial capacity for LiPF6 to seed the market - which is expected to come up in 2023-24

Established an integrated battery chemicals complex in Jolva, Gujarat

Building India’s first PVDF solar film project – ideally suited to cater to both domestic and international markets – with its own integrated PVDF manufacturing facilities

GFL has successfully developed the changeover from Fluorinated Polymerisation Aids (FPAs) used in PTFE to Nonfluorinated Polymerisation Aids (NFPAs) which ensures a sustainable manufacturing of emulsion polymerisation. GFL is currently changing FPAs to NFPAs in other fluoropolymers as well such as PFA

 

Opportunities

In the long term, the global emphasis on green and sustainable methods of progress, as prioritised by governments worldwide, will drive the demand for our products.

The estimated global battery demand for EVs, energy storage and consumer electronics by 2030 is about 5,000 GWH. In alignment with the Government’s e_orts to establish India as a prominent global manufacturer of EV vehicles, several companies are planning to establish EV battery manufacturing plants in the country in the coming years

According to KPMG, automotive semiconductor revenue is projected to exceed USD 200 Billion annually by the mid-2030s and surpass USD 250 Billion by 2040

The Indian Government has undertaken an ambitious plan to build solar modules worth 100 gigawatts (GW) annually. This will significantly aid India’s target of installing 450 GW of electricity capacity from non-fossil sources by 2030. Thus, increasing the demand for fluoropolymers

Green hydrogen and its derivatives have a crucial role to play in decarbonising sectors where emissions are di_cult to abate and alternative solutions are either unavailable or challenging to implement. This includes heavy industry, shipping, aviation and heavy-duty transport

Under the National Green Hydrogen Mission, India is set to develop a green hydrogen production capacity of at least 5 MMT (Million Metric Tonne) per annum, with an associated renewable energy capacity addition of about 125 GW. Thus, boosting growth in the fluoropolymer market in India

 

Threats

The costs of production, capex requirements and technology requirements, are high for the fluorochemicals industry. With newer emerging applications, there is a constant need to push research and development to keep on developing newer grades of fluoropolymers required by the markets as well as to have these validated by the customers via lengthy time consuming testing protocols. Therefore, these factors act as a barrier to the growth of the industry. Since, our Company gets a high amount of revenue from the export market, foreign exchange fluctuations, raw material price risks and rising freight costs could potentially impact the industry in the near-term.

 

Product Portfolio

We have created a portfolio based on fluorine chemistry and our three-decade-long market presence forms the basis of our rich industry insight. This, coupled with our potential and capacity built over the years, have positioned us as the leader in the segment. We develop our products with supreme quality standards and cater to the worldwide markets. Moreover, we are currently foraying into the new-age businesses like EV batteries, solar power and hydrogen power cell industries with our advanced product line-up. We have three verticals in our business line-up:

Fluoropolymers Fluorochemicals Bulk Chemicals

New Age Industries (such as battery chemicals, solar energy, green hydrogen, and energy storage systems, among others)

(For details, please refer Manufactured Capital in initial section of this report)

 

Manufacturing Facilities

Our robust manufacturing facilities are located in the state of Gujarat, across Ranjitnagar, Dahej and Jolva. The Ranjitnagar facility caters to specialty chemical and refrigerant production, while the Dahej and Jolva facilities cater to the fluoropolymers, specialty chemicals, bulk chemicals and new-age chemical productions. All our facilities are vertically integrated, which provides us with the potential to be one of the most reliable producers in the vertical of fluoropolymers in the market. Our facility in Morocco is involved in the exploration of fluorspar mines, as well as the mining and beneficiation of the extracted ore. Simultaneously, it also enables us to augment the value addition for our clients globally.

 

Our Four Manufacturing Facilities

Ranjitnagar, India	Jolva, India
Dahej, India	Casablanca, Morocco

 

(For details, please refer Manufactured Capital in initial section of this report)

To meet the growth in GFL products, the Company is also moving towards adding one to two additional sites in India.

 

Key Financial Highlights and Ratios

Table of the Key Financial Ratios

Name of the Ratio	Year Ended 31st March, 2023	Year Ended 31st March, 2022	% Variance	Reason for Variance of More Than 25%
Current Ratio (In Times)	1.52	1.26	19.98%	Not applicable
Debt-Equity Ratio (In Times)	0.26	0.36	(27.55%)	On account of increase in earnings
Debt Service Coverage Ratio (In Times)	2.52	4.14	(39.20%)	On account of pre-payment of long- term borrowings
Return on Equity (ROE) (in %)	27.82%	20.13%	38.23%	On account of increase in earnings
Inventory Turnover Ratio (In Times)	5.84	5.05	15.53%	Not applicable
Trade Receivables Turnover Ratio (In Times)	4.81	4.71	2.25%	Not applicable
Trade Payable Turnover Ratio (In Times)	6.19	5.40	14.67%	Not applicable
Net Capital Turnover Ratio (In Times)	3.66	3.46	5.56%	Not applicable
Net Profit Ratio (In %)	24.50%	20.84%	17.58%	Not applicable
Return on Capital Employed (Roce) (In %)	26.72%	18.39%	45.30%	On account of increase in earnings
Return on Investment (Roi) (In %)	3.92%	7.52%	(47.95%)	On account of higher return in previous years on sale of investments

 

Human Resources

At GFL, we prioritise the well-being of our employees by providing them with the utmost care and support, reflecting the strength and stability of our establishment. Our Company persistently takes initiatives to enhance the HR processes, related to recruitment, performance management, learning and development, manpower planning and employee care. We have been cultivating a work culture based on performance, role clarity, cooperation and mutual respect. By promoting this culture, we have invested heavily to add value to each of our people’s lives. This assists us to bring the essence of oneness, where each employee feels valued for her/his skills and proficiencies. We have been successful in developing a diligent team over the years. Our Company has created a nurturing environment, encompassing proper training to fulfil the learning needs, along with robust talent management and a performance recognition mechanism. We thrive to enable our team to fulfil their personal goals, so that they can bring their best to the plate for achieving the organisational goals. We have a team of 3,418 employees as on 31^st March, 2023.

 

(For details, please refer Human Capital in initial section of this report)

Risk Management and Internal Audits

At GFL, we have the best hands in place for the risk management mechanism to ensure the e_ective identification and mitigation of potential risks to the business. We have an Enterprise Risk Management (ERM) system in place to ensure e_ective cross-functional teams and mitigate risks in a structured manner. The senior-level members of the team (the Board of Directors) have further complemented this by assessing the long-term and macro risks.

For e_ective audit compliance management, at GFL, we have an in-house Internal Audit Department including professionals from finance, data analytics and chemical disciplines. The Internal Audit Department constantly collaborates with reputable audit companies with expertise in internal audits and assurance areas. Together, they bring excellence to the function, continuously identifying areas of operations, requiring strengthening and introducing the finest processes & practices to manage a growing business.

 

(For details, please refer Human Capital in initial section of this report)

Cautionary Statement

This document contains statements about expected future events and the financial and operating results of Gujarat Fluorochemicals Limited, which are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that the assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to di_er materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management Discussion and Analysis Report of Gujarat Fluorochemicals Limited’s Integrated Annual Report, 2022-23.

3. Alternatively, shareholders/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-Voting by providing above mentioned documents.

4. In terms of SEBI circular dated 9^th December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository

Participants. Shareholders are required to update their mobile number and e-mail ID correctly in their demat account in order to access e-Voting facility.

 

The instructions for Members for E-Voting on the day of the AGM are as under:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-Voting.

2. Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-Voting.

 

Instructions for Members for attending the AGM through VC/OAVM are as under:

1. Member will be provided with a facility to attend the

AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system.

After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the

EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through

Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via

Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at bvdesai@gfl.co.in. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at bvdesai@gfl.co.in. These queries will be replied by the Company suitably by email.

6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

7. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

8. As the Members may be aware that w.e.f. 1^st April, 2020,

Dividend Distribution Tax under Section 115-O of the Income-tax Act, 1961 as may be amended from time to time ("IT Act") payable by domestic companies on declaration of dividend has been abolished. Pursuant to this amendment brought vide Finance Act, 2020, the

Company would be under an obligation to deduct tax at source ("TDS") in accordance with the provisions of the IT Act, from the final dividend, if

Members at the AGM. In this regard, the Members may refer the Note on TDS on dividend distribution, appended to this Notice convening 5^th AGM of the Company ("AGM Notice").

Note for the Members of Gujarat Fluorochemicals Limited ("Company") on Tax Deduction at Source on Dividend

Pursuant to the provisions of Finance Act, 2020, the

Company shall deduct tax at source (TDS) in accordance with the provisions of the Income Tax Act, 1961 as may be amended from time to time ("IT Act"), from the final

Dividend, if approved by the Members at the AGM, as

Dividend income is taxable in the hands of the Members, w.e.f. 1^st April, 2020.

To enable the Company to determine the appropriate TDS rate as may be applicable, Members are requested to submit the following document(s) and details, as applicable, by e-mail to the Company at vadodara@linkintime.co.in on or before

21^st September, 2023:

 

A. In case of a Resident Shareholder:

TDS rate	Category of shareholder and required documentation
10 %	Resident shareholder whose valid Permanent Account Number (‘PAN’) is available on records of the Company.
20 %	Resident shareholder whose valid PAN is not available on records of the Company.
20 %	Resident shareholder who has not filed Income Tax return for preceding one Financial Year and whose TDS/TCS credit in aggregate is more than Rs. 50,000/-.
Lower/Nil rate as specified in certificate issued under section 197 of the Act	Resident shareholder who has obtained a certificate from the Income Tax Authorities under section 197 of the Income-tax Act, 1961 (‘the Act’) for TDS at a lower / Nil rate. Tax will be deducted at the rate specified in the said certificate, subject to furnishing a self-attested copy of the same. The certificate should be valid for the Financial Year 2022-23.
Nil	Individual shareholders:
	- If the total dividend to be received from the Company during Financial Year 2022-23 does not exceed Rs. 5,000/- or
	- If duly verified Form 15G or 15H (as may be applicable) as per the format attached is furnished along with self-attested copy of PAN. Company may at its sole discretion reject the form if it does not fulfil the requirement of law. (This form can be submitted only in case the shareholder’s tax on estimated total income for Financial Year 2022-23 is Nil).
	Other shareholders:
	- Mutual Funds: Subject to a self-declaration that they are specified in section 10(23D) of the Act along with self-attested copy of PAN card and registration certificate.
	- Insurance companies: Subject to a self-declaration that it has full beneficial interest with respect to shares owned along with self-attested copy of PAN card.
	- Alternative Investment Fund (‘AIF’) established/incorporated in India: Subject to a self-
	declaration that its income is exempt under section 10(23FBA) of the Act and they are governed by SEBI regulations as Category I or Category II AIF, along with self-attested copy of the PAN card and registration certificate issued by SEBI.
	- Corporation established by or under a Central Act whose income is exempt from income-
	tax: Subject to a self-declaration of the documentary evidence supporting the exemption status along with self-attested copy of PAN card.
	- Government
	- The Reserve Bank of India

 

B. In case of a Non-resident Shareholder:

TDS rate	Category of shareholder and required documentation
20 % (plus applicable surcharge and cess) Lower /Nil rate as specified in certificate under section 197	All non-resident shareholders, including Foreign Portfolio Investors (‘FPIs’) Non-resident shareholder who has obtained a certificate from the Income-Tax Authorities under section 197 of the Act for lower / Nil rate of TDS, tax will be deducted at the ratespecifiedin the said certificate, subject to furnishing a self-attested copy of the same. The certificate should be valid for the Financial Year 2022-23.
Lower rate prescribed under the tax treaty which applies to the shareholder	Non-resident shareholder (including FPI) can opt to be governed by the provisions of the tax treaty between India and the country of tax residence of the shareholder. Subject to the non-resident shareholder (including FPI) providing the below-mentioned documents, the Company will deduct tax at the rate prescribed in the tax treaty, wherever applicable:
TDS rate	Category of shareholder and required documentation
	- Self-attested copy of the PAN card allotted by the Indian Income Tax Authorities. In case PAN is not available, information to be provided under sub-rule (2) of rule 37BC of the Income Tax Rules as per attached format.
	- Self-attested copy of Tax Residency Certificate (TRC) applicable for the period April, 2022 to March, 2023 obtained from the tax authorities of the country of which the shareholder is resident. - Self-declaration in Form 10F as per the format attached.
	- Self-declaration as per the format attached, which includes declaration that the shareholder:
	(i) does not have a permanent establishment in India under the applicable Tax Treaty, (ii) is the the dividends, (iii) complies with any other condition prescribed in the relevant beneficial Tax Treaty and provisions under the Multilateral Instrument (‘MLI’), (iv) will not have a place of effective management in India.
	- FPI shareholders shall, in addition to above documents, also provide SEBI Registration Certificate as FII / FPI Application of the beneficial rate of Tax Treaty for TDS is at the discretion of the Company and shall depend upon completeness of the documentation and review of the same by the Company.

 

C. In the event the dividend income is assessable to tax in the hands of a person other than the registered shareholder, such registered shareholder is required to furnish to the Company a declaration as per the attached format (in terms of Section 199 of Income Tax Act,1961 read with Rule 37BA of the Income Tax

Rules,1962) containing the name, address, residential status and PAN of the actual beneficial owner to whom TDS credit is to be given, and reasons for giving credit to such person.

Accordingly, in order to enable the Company to determine the appropriate TDS, we request you to submit the above-mentioned details and documents (duly completed, signed and scanned), as applicable to you on or before 21^st September, 2023, to our RTA, Link Intime India Private Limited by clicking the URL Link https://web.linkintime.co.in/ formsreg/submission-of-form-15g-15h.html.

The dividend will be paid after deduction of TDS as determined on the basis of the aforementioned documents provided by the respective shareholders as applicable to them and being found satisfactory.

 

Disclaimer:

The Notes on TDS as mentioned herein, set out the summary of applicable material provisions in India pertaining to

TDS on Dividend payment by the Company, and is subject to amendment(s), if any from time to time and does not purport to be a complete and/or detailed analysis or listing of all potential tax consequences and/ or applicability.

The Members should consult their own tax advisor, as may be required, for the tax provisions applicable to them.

 

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Item No. 4

The Board of Directors of the Company at its Meeting held on 5^th August, 2023, based on the recommendation of the Nomination and Remuneration Committee (NRC), had approved the re-appointment of Mr. Jay Mohanlal Shah (DIN:

09761969) as a Whole-Time Director of the Company for a further period of one year i.e. from 1^st November, 2023 to 31^st October, 2024 subject to the approval of the Members at the ensuing Annual General Meeting.

Mr. Jay Mohanlal Shah is a Chemical Engineer and has 24 years of experience in heading and Commissioning for various Chemicals, Speciality & Fine Chemicals Plants.

Considering his contribution towards Company in respect of operations management, the Nomination and Remuneration Committee (NRC) had recommended his re-appointment for further period of one year with the remuneration mentioned in the Resolution. The Board, based on the recommendation of NRC, is the opinion that the services of Mr. Jay Mohanlal

Shah (DIN: 09761969) as a Whole-Time Director of the

Company for further period of one year with effect from 1^st November, 2023 to 31^st October, 2024 should be available to the Company subject to the approval of the Members at ensuing Annual General Meeting of the Company.

In compliance of Sections 196, 197, 203 read with Schedule V of the Act and Rules framed thereunder, the re-appointment of Mr. Jay Mohanlal Shah as Whole-time Director of the Company for a period of one year with effect from 1^st November, 2023 is being placed before the Members for their approval.

Brief profile of Mr. Jay Mohanlal Shah, nature of his experience in specific functional areas and other information as required to be provided under the Secretarial Standard - 2 and Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) in respect of re-appointment of Mr. Jay

Mohanlal Shah, are annexed as Annexure-I to this Notice. Mr. Jay Mohanlal Shah is interested in the resolution set out at Item No. 4 of the Notice with regard to his re-appointment.

The relatives of Mr. Jay Mohanlal Shah may be deemed to be interested in the resolution set out at Item No. 4 of the

Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key

Managerial Personnel of the Company / their relatives are, in any way, concerned financiallyor otherwise, in interested, this resolution. The Directors recommend the Resolution as stated at Item No. 4 of the Notice for approval of the Members by way of an Ordinary Resolution.

 

Item No. 5 to 9

Mr. Shailendra Swarup (DIN: 00167799), Mr. Shanti Prashad

Jain (DIN: 00023379), Mr. Chandra Prakash Jain (DIN: 00011964), Mr. Om Prakash Lohia (DIN: 00206807) and Ms. Vanita Bhargava (DIN: 07156852) were appointed as Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Companies

Act, 2013 (‘Act’) read with the Companies (Appointment and

Qualifications of Directors) Rules, 2014. They hold officeas

Independent Directors of the Company up to 5^th December, 2023.

The Nomination and Remuneration Committee (NRC) of the Board of Directors, on the basis of the report of Performance Evaluation of Independent Directors, has recommended re-appointment of Mr. Shailendra Swarup, Mr. Shanti

Prashad Jain, Mr. Chandra Prakash Jain, Mr. Om Prakash Lohia and Ms. Vanita Bhargava as Independent Directors for

Board of secondtermof5 the Company.

The Board, based on the Performance Evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee, considers that, given their background and experience and contributions made by them during their tenure, the continued association of Mr. Shailendra Swarup, Mr. Shanti Prashad Jain, Mr.

Chandra Prakash Jain, Mr. Om Prakash Lohia and Ms. Vanita

Bhargava would be beneficial to the Company and it is desirable to continue to avail their services as Independent Directors. Accordingly, it is proposed to re-appoint Mr.

Shailendra Swarup, Mr. Shanti Prashad Jain, Mr. Chandra

Prakash Jain, Mr. Om Prakash Lohia and Ms. Vanita Bhargava as Independent Directors of the Company, not liable to retire by rotation and to holdofficefor a second term of 5 (five) consecutive years on the Board of the Company.

Mr. Shailendra Swarup, Mr. Shanti Prashad Jain, Mr. Chandra

Prakash Jain, Mr. Om Prakash Lohia and Ms. Vanita Bhargava are not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors of the Company.

Section 149 of the Act and Regulation 16(1)(b) & 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) inter alia prescribe that an independent director of a company shall meet the criteria of independence as provided therein.

The Company has also received declarations from Mr.

Shailendra Swarup, Mr. Shanti Prashad Jain, Mr. Chandra

Prakash Jain, Mr. Om Prakash Lohia and Ms. Vanita Bhargava that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and the Listing Regulations.

In the opinion of the Board, Mr. Shailendra Swarup, Mr. Shanti

Prashad Jain, Mr. Chandra Prakash Jain, Mr. Om Prakash

Lohia and Ms. Vanita Bhargava fulfil the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations, and they all are independent of the management.

Brief profile, nature of experience in specific functional areas and other information as required to be provided under the

Secretarial Standard 2 and Regulation 36 (3) of the Listing

Regulations in respect of re-appointments of Independent

Directors, are annexed as Annexure-I to this Notice.

Copy of the draft letter of re-appointment of Independent Directors setting out the terms and conditions of reappointment are available for inspection without any fee by the members at the Registered Office of the Company. Section 149(10) of the Act provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in its Board’s report. Section 149(11) provides that an independent director may hold office for up to two consecutive terms. Further, as per Regulation 25(2A) of the Listing Regulations, re-appointment of an Independent

Director shall be subject to approval of Shareholders by way of a special resolution.

Save and except the above-mentioned Directors who are being re-appointed and their relatives, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The Directors recommend the Resolution as stated at Item Nos. 5 to 9 of the Notice for approval of the Members by way of Special Resolutions.

 

Item No. 10 and 11

In terms of Section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the remuneration payable to Directors who are neither Managing Directors nor Whole-time Directors shall not exceed one percent of the net profits there is a Managing or Whole-time Director or Manager, the approval of the Members by way of Special Resolution shall be required.

Further as per the Regulation 17 (6) (ca) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the approval of the Members by way of Special Resolution shall be required every year, in which the annual remuneration payable to a single non-executive director exceeds fifty remuneration payable to all non-executive directors.

It is proposed to pay remuneration by way of Commission for the period of 5 (five) Financial Years commencing from Financial Year 2023-24 to Mr. Devendra Kumar Jain,

Chairman & Non-Executive Director of the Company. Mr. Devendra Kumar Jain, Non-Executive Director, is eligible for receiving commission of Rs. 1891.30 Lakhs (Rupees Eighteen Crores Ninety One Lakhs Thirty Thousand Only) @

1% on Net Profit of the Company for the Financial Year 2022-

23. Accordingly, the commission of Rs. 1891.30 Lakhs (Rupees Eighteen Crores Ninety One Lakhs Thirty Thousand Only) is to be paid to him for the Financial Year 2022-23.

Details of Sitting Fees/Commission, paid/payable to Non- oftheCompany,if Executive Directors for Financial Year 2022-23 is given below:

Amount (Rs. in Lakhs)

Name of the Directors	Sitting Fees for attending Board/ Committee Meetings	Commission*	Total
Mr. Devendra Kumar Jain	2.00	1891.30	1893.30
Mr. Shanti Prashad Jain	7.00	0.00	7.00
Mr. Shailendra Swarup	7.00	0.00	7.00
Ms. Vanita Bhargava	2.00	0.00	2.00
Mr. Om Prakash Lohia	0.00	0.00	0.00
Mr. Chandra Prakash Jain	2.00	0.00	2.00
Total	20.00	1891.30	1911.30

 

*Since the total remuneration payable to Mr. Devendra Kumar Jain for the Financial Year 2022-23 exceeds the limit of 50% of the total annual remuneration payable to all Non-Executive

Directors of the Company for the Financial Year 2022-23, the approval of Members is sought by way of a Special Resolution for payment of commission to Mr. Devendra Kumar Jain for the Financial Year 2022-23.

Mr. Devendra Kumar Jain, Mr. Vivek Kumar Jain and his relatives shall be deemed concerned or interested in resolution set out at Item No. 10 and 11 of the Notice to the extent of the commission that may be received by him. None of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set out at Item No. 10 and 11 of the Notice.

The Board recommends the Special Resolution set out at

Item No. 10 and 11 of the Notice for approval of the Members by way of Special Resolution.

 

Item No. 12

The Securities and Exchange Board of India (SEBI) vide its notification bearing number SEBI/LAD-NRO/GN/2023/119 dated 2^nd February, 2023 amended the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (‘the

Regulations’) wherein it is mandated for a Company with listed debt securities to include in its Articles of Association (‘AOA’) an enabling clause for the Board of Directors to appoint a person nominated by the Debenture Trustee(s) in case of defaults with respect to payment of interest/creation of security/redemption of debentures.

Accordingly, it is proposed to insert a new Article in the AOA of the Company, for appointment of a Nominee Director on its Board as follows:

 

Article 64.1

"Notwithstanding anything contained in this Articles, the Board shall have the power, on receipt of the nomination by the debenture trustee to appoint a Nominee Director on the Board of the Company pursuant to Regulation 15(1)(e) of SEBI (Debenture Trustees) Regulations, 1993 as amended from time to time, in the following circumstances: i. 2 (two) consecutive defaults in payment of interest to the debenture holders; or ii. default in creation of security; or iii. default in redemption of the debentures. Such Nominee Director may not be liable to retire by rotation nor be required to hold any qualification shares.

The Debenture Trustee may have the right to remove such Nominee Director so appointed and also in the case of death or resignation or vacancy for any reasons whatsoever in the Nominee Director/s so appointed, at any time appoint any other person as Nominee Director. Such appointment or removal shall be made in writing to the Company."

Further, from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29^th May, 2015, Company may not be required to have the seal by virtue of registration under the Act. Therefore, for the purpose of administrative and operational convenience and to align with the regulatory amendment, it is proposed to amend the Articles of Association of the Company by omitting the provision relating to the Seal of the Company, which is reproduced hereunder.

 

Article 76

"(i) The Board shall provide for the safe custody of the seal.

(ii) The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the Company is so affixed in their presence."

A copy of the amended Articles of Association shall be placed on the website of the Company at www.gfl.co.in.

The Board of Directors recommends the Special Resolution as set out at Item No. 12 of the Notice for the approval of the Members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at

Item No. 12 of the Notice.

 

Item No. 13

In accordance with the provisions of Section 148 of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost

Auditors has to be ratified by the Members of the Company.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 13 of the Notice for ratification of the remuneration payable to the Cost Auditors for the Financial Year ending 31^st March, 2023. None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially

Item No. 13 of the Notice.

The Directors recommend the Resolution as stated at Item No. 13 of the Notice for approval of the Members by way of an Ordinary Resolution.

 

Annexure – I

1. Information as required to be provided under the Secretarial Standard – 2 / Regulation 26(4) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) in respect of Director being appointed/re-appointed

Name of Director	Mr. Devendra Kumar Jain	Mr. Jay Mohanlal Shah	Mr. Shailendra Swarup	Mr. Shanti Prashad Jain	Mr. Chandra Prakash Jain	Mr. Om Prakash Lohia	Ms. Vanita Bhargava
Brief Profile	Mr. Devendra Kumar Jain has over 63 years of rich experience in business management and international trade.	Mr. Jay Shah has more than 24 years of experience in heading and Commissioning for various Chemicals, Speciality & Fine Chemicals Plants.	Mr. Shailendra Swarup is a Senior Advocate practising at the High Court and Supreme Court of India.	Mr. Shanti Prashad Jain is a leading Chartered Accountant practicing in taxation matters.	Mr. Chandra Prakash Jain is Chartered Accountant and Diploma in Advance Management	Mr. Om Prakash Lohia is Chairman and Managing Director of Indo Rama Synthetics (India) Limited and having experience in all disciplines of Business Management.	Ms. Vanita Bhargava is a practicing advocate at Supreme Court, High Court & other Quasi- Judicial Body and partner in the Dispute Resolution Group of Khaitan & Co, New Delhi
Age Date of first appointment on the Board	94 Years 6th December, 2018	49 Years 1st November, 2022	79 Years 6th December, 2018	83 Years 6th December, 2018	77 Years 6th December, 2018	74 Years 6th December, 2018	49 Years 6th December, 2018
Directors Identification Number	00029782	09761969	00167799	00023379	00011964	00206807	07156852
Qualification	Graduate in History (Hons.)	M. Tech in Chemical Engineering and Bachelor of Chemical Engineering.	Bachelor of Law	Fellow Chartered Accountant	Fellow Chartered Accountant	Bachelor of Commerce	Bachelor of Law and Bachelor of Commerce
Terms and conditions of appointment or re- appointment	Director liable to retire by rotation	To be re-appointed as Whole-time Director for term of One (1) year	To be re-appointed as Independent Director for second term of Five (5) years	To be re-appointed as Independent Director for second term of Five (5) years	To be re-appointed as Independent Director for second term of Five (5) years	To be re-appointed as Independent Director for second term of Five (5) years	To be re-appointed as Independent Director for second term of Five (5) years
Experience /	Mr. Devendra Kumar Jain	Mr. Jay Mohanlal Shah	Mr. Shailendra Swarup	Mr. Shanti Prashad Jain	Mr. Chandra Prakash Jain	Mr. Om Prakash Lohia	Ms. Vanita Bhargava has
Expertise in Specific	has over 63 years of rich	has over 24 years of	has around 45 years of	is a leading Chartered	is a Chartered Accountant	is Chairman and	18 years’ of experience
Functional Area	experience in Business	experience in heading	experience in handling	Accountant	and is former Chairman	Managing Director of	as Practicing Advocate
	Management and International Trade.	and Commissioning for various Chemicals, Speciality & Fine Chemicals Plants.	various Legal matters.	and Practicing since 1963. He has specialised in Taxation matters of various reputed companies and banks.	and Managing Director of NTPC Limited. He was also the Chairman of the Standing Conference of Public Enterprises (SCOPE) for the period 2003-05. He has been a past member of Standing Technical Advisory Committee of the Reserve Bank of India, Audit Advisory Board of the Comptroller & Auditor General of India. He has in the past headed the Confederation of Indian Industries (CII’s) National Committee on Energy. He was also a Member of Advisory Board of Axis Infrastructure Fund.	Indo Rama Synthetics (India) Limited. He is a commerce graduate from Kolkata University and after graduation, he joined the family textile business, which gave him management exposure in all disciplines of business management. Mr. Lohia has been awarded Udyog Ratna award by the Madhya Pradesh Government in 2005.	at Supreme Court, High Court, & other Quasi- Judicial Body.

 

ANNExURE – I (Contd.)

Name of Director	Mr. Devendra Kumar Jain	Mr. Jay Mohanlal Shah	Mr. Shailendra Swarup	Mr. Shanti Prashad Jain	Mr. Chandra Prakash Jain	Mr. Om Prakash Lohia	Ms. Vanita Bhargava
Directorship held in	1. Inox Leasing and	Nil	1. J K Papers Limited	1. Inox Wind Limited	1. AVU Enterprise Private	1. Indo Rama Synthetics	1. Inox Wind Energy
other Companies	Finance Limited		2. Bengal & Assam	2. Inox Green Energy	Limited	(India) Limited	Limited
	2. Devansh Gases Private		Company Limited	Services Limited		2. Indo Rama Retail	2. GFL Limited
	Limited		3. India Thermit	3. S P Securities Limited		Holdings Private Limited	3. Pilani Investment and
	3. Rajni Farms Private		Corporation Limited	4. GFL Limited		3. Lohia Industries Private	Industries Corporation
	Limited		4. Subros Limited	5. Inox Wind Energy		Limited	Limited
	4. GFL Limited		5. Jagran Prakashan	Limited
	5. Inox Wind Energy		Limited	6. Inox Infrastructure
	Limited		6. Sterling Tools Limited	Limited
			7. Kangaroo Properties	7. Ashok Vihar Club
			Private Limited
			8. Vis Legis Consult
			Private Limited
			9. Dev Valley Devon
			Private Limited
Membership /	GFL Limited	Nil	The India Thermit	GFL Limited	Nil	Indo Rama Synthetics	Inox Wind Energy Limited
Chairmanship of	Audit Committee,		Corporation Limited	Audit Committee,		(India) Limited	Audit Committee,
Committees of other	Member		Audit Committee,	Chairman		Stakeholders	Member
Companies	CSR Committee,		Member	Nomination and		Relationship	Stakeholders
	Member		Nomination and	Remuneration		Committee, Member	Relationship
	Committee of Directors		Remuneration	Committee, Chairman		CSR Committee,	Committee, Member
	for Operations,		Committee, Member	CSR Committee,		Member	Nomination and
			Subros Limited	Chairman
	Chairman					Risk Management	Remuneration
			Nomination and	Stakeholders
	Risk Committee,					Committee, Chairman	Committee, Chairperson
			Remuneration	Relationship
	Chairman		Committee, Member	Committee, Member			Corporate Social
	Inox Leasing and Finance		Risk Management	Risk Management			Responsibility
	Limited		Committee, Member	Committee, Member			Committee, Member
	CSR Committee,		Bengal & Assam	Inox Wind Limited			GFL Limited
	Chairman		Company Limited	Audit Committee,			Audit Committee,
	Share Transfer		Risk Management	Chairman			Member
	& Stakeholder		Committee, Member	Nomination and			Nomination and
	Relationship		Audit Committee,	Remuneration			Remuneration
	Committee, Chairman		Member	Committee, Member			Committee, Member
	Audit Committee,		J.K. Paper Limited	CSR Committee,			Pilani Investment and
	Chairman		CSR Committee,	Member			Industries Corporation
			Member	Stakeholders			Limited
			Jagran Prakashan	Relationship			Audit Committee,
			Limited	Committee, Chairman
							Member
			Audit Committee,	Inox Green Energy
				Services Limited			Nomination and
			Member
			Nomination and	Audit Committee,			Remuneration
			Remuneration	Member			Committee, Member
			Committee, Member	Nomination and			Stakeholders
			Sterling Tools Limited	Remuneration			Relationship
			Stakeholders Relationship Committee, Chairman	Committee, Member Inox Wind Energy Limited Audit Committee,			Committee, Member
			Audit Committee, Member	Chairman Nomination and
			Nomination and Remuneration Committee, Member	Remuneration Committee, Member

 

ANNExURE – I (Contd.)

Name of Director	Mr. Devendra Kumar Jain	Mr. Jay Mohanlal Shah	Mr. Shailendra Swarup	Mr. Shanti Prashad Jain	Mr. Chandra Prakash Jain	Mr. Om Prakash Lohia	Ms. Vanita Bhargava
Past Directorships in Listed Companies during last three years	None	None	GFL Limited – up to 10th May, 2021	None	None	GFL Limited – up to 11th May, 2021	None
The Number of Meetings of the Board Attended during the 2022-23	4	1	4	4	4	4	2
Details of remuneration sought to be paid (Rs. In Lakhs)	1891.30 p.a.*	118 p.a.	Nil	Nil	Nil	Nil	Nil
Remuneration last drawn including sitting fees (Rs. In Lakhs)	1058.10 p.a.	110 p.a.	Nil	Nil	Nil	Nil	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Relative of Mr. Vivek Jain, Managing Director of the Company.	None	None	None	None	None	None
Shareholding in the Company including Shareholding as Beneficial Owner.	20,100 shares	Nil	10,000 shares	2,000 shares	Nil	Nil	Nil

 

*Payment of remuneration of Rs. 1891.30 Lakhs is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

 

For details of the skill and expertise required for the role of Independent Directors and manner in which the proposed person meets such requirements, please refer to the

Corporate Governance Report which is part of the Annual Report.