GFL Ltd Directors Report.

To,

The Member(s),

GFL Limited

(Earlier known as Gujarat Fluorochemicals Limited)

Your Directors take pleasure in presenting to you their Thirty Second Annual Report of your Company together with Audited Financial Statements for the Financial Year ended on 31st March, 2019.

1. Financial Performance

The financial performance of your Company for the year ended 31st March, 2019 is highlighted below:

Consolidated

Standalone

Sr. No. Particulars

K in Lakhs

K in Lakhs

2018-19 2017-18 2018-19 2017-18
i Revenue from Operations 5,69,811 3,92,129 2,73,055 2,08,431
ii Other income 11,699 13,279 13,219 10,302
iii Total Revenue Income (I+II) 5,81,510 4,05,408 2,86,274 2,18,733
IV Less: Total Expenses 4,99,473 3,76,500 2,16,427 1,70,506
V Share of profit / (loss) of joint ventures and associates (36) (8) - -
Vi Profit before exceptional items and tax (III-IV+V) 82,001 28,900 69,847 48,227
Vii Exceptional items (1,324) (957) (824) 15,403
Viii Profit before tax (VI+VII) 80,677 27,943 69,023 63,630
iX Total Tax expense (54,232) 3,936 (58,708) 14,899
X Profit/(Loss) for the period (VIII-IX) 1,34,909 24,007 1,27,731 48,731
Xi Other comprehensive income 208 764 (110) 168
XII Total comprehensive income 1,35,117 24,770 1,27,621 48,899
Attributable to
- Owners of the Company 1,30,663 25,999 - -
-Non-controlling interests 4,454 (1,229) - -
Opening balance in Retained Earnings 1,11,949 1,07,622 33,790 9,618
Amount available for Appropriations 2,37,475 1,37,576 1,61,463 58,418
Dividend -Final-2018-19 3,845 3,844 3,845 3,844
Tax on dividend 790 783 790 783
Transferred to General Reserves 20,000 20,000 20,000 20,000
Closing balance in Retained Earnings 2,12,840 1,11,949 1,36,828 33,791

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis forming part of this Annual Report.

2. Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2018-19 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries, joint ventures and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2018-19 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. Dividend

Your Directors considering the financial results and the performance of the Company during the year under review have recommended Dividend of र 3.50 per share (350%). The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the Financial Year 2018-19 will be र 4635 Lakhs.

This dividend amounting to र 3845 Lakhs (excluding dividend tax) is subject to the approval of the Members at the forthcoming Annual General Meeting and if approved, members whose name appear on the Register of Members as on 13th September, 2019 will be entitled to the dividend.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy and details of the same have been uploaded on the Companys website www.gfllimited. co.in and is annexed to this report as Annexure - A

4. Transfer of unpaid Dividend/Unclaimed amount and shares to Investor Education and Protection Fund

During the year under review, the Company has credited unpaid dividend aggregating to H 34.34 Lakhs to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.

In accordance with the provisions of Companies Act, 2013, the Company during the Financial Year 2018 -19, has transferred 61,643 equity shares of र 1 each, to the credit of IEPF Authority, in respect of which dividend had not been paid or claimed by the members for seven consecutive years. The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting (i.e. 31st August, 2018) and details of shares transferred to IEPF. The aforesaid details are put on the Companys website https://www.gfllimited.co.in/ unclaimed_dividend.php and can be accessed at the website of the IEPF Authority (www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

5. Transfer to Reserves

During the year under review, the Company has transferred र 20,000 Lakhs to General Reserves.

6. Directors and Key Managerial Personnel

Appointments / Re-appointments:

• At the 32nd Annual General Meeting (AGM), following appointments / re-appointments are being proposed:

a. Appointment of Mr. Devendra Kumar Jain (DIN: 00029782) as Managing Director of the Company.

b. Re-appointment of Mr. Pavan Jain (DIN: 00030098) who retires by rotation and being eligible, offers himself for reappointment.

c. Re-appointment of Mr. Shailendra Swarup (DIN: 00167799), and Mr. Shanti Prasad Jain (DIN: 00023379) as Independent Directors of the Company.

d. Re-appointment of Ms. Vanita Bhargava (DIN:07156852) as Independent Director of the Company.

Necessary Resolutions in respect of Directors seeking re-appointment and their brief resume pursuant to Clause 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

Retirements / Resignations

• After the closure of the Financial Year 2018 -19, Mr. Anand Bhusari resigned as Whole -time Director of the Company with effect from end of business hours of 27th April, 2019 with the intent of retiring from active professional life on entering the 62nd year of his life.

Further, Mr Chandra Prakash Jain, Mr Rajagopalan Doraiswami, Mr Dinesh Kumar Sachdeva and Mr Sanath Kumar Mupiralla have resigned as Directors of GFL Limited w.e.f. 14th August, 2019 due to their pre-occupations.

Transfer of Key Managerial Personnel

The Honble National Company Law Tribunal, Ahmedabad Bench, by its Order dated July 4, 2019, has approved the Scheme of Arrangement between Gujarat Fluorochemicals Limited (now known as "GFL Limited" or "the Demerged Company") and Inox Fluorochemicals Limited (now known as "Gujarat Fluorochemicals Limited" or "the Resulting Company") and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 ("Scheme" or "the Scheme") for the demerger of Chemical Business Undertaking from GFL Limited to Gujarat Fluorochemicals Limited.

Pursuant to the Clause 1.7 of the Scheme of Arrangement between Gujarat Fluorochemicals Limited (now known as GFL Limited) and Inox Fluorochemicals Limited (Now known as Gujarat Fluorochemicals Limited), the existing Key Managerial Personnel of the GFL Limited (earlier known as Gujarat Fluorochemicals Limited) as mentioned below shall be transferred to Gujarat Fluorochemicals Limited (earlier known as Inox Fluorochemicals Limited) w.e.f 1st August, 2019

- Mr. Vivek Jain - Managing Director and Chief Executive Officer

- Mr. Manoj Agrawal - Chief Financial Officer

- Mr. Bhavin Desai - Company Secretary and Compliance Officer

Appointment of Key Managerial Personnel

Consequent to the transfer of the existing Key Managerial Personnel to the Resulting Company, the following mentioned persons shall be appointed as Key Managerial Personnel of the Company viz GFL Limited w.e.f 1st August, 2019.

- Mr. Devendra Kumar Jain - Managing Director and Chief Executive Officer

- Mr. Nilesh Pandya - Chief Financial Officer

- Mr. Dhruv Shah - Company Secretary and Compliance Officer

7. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is uploaded on the Companys website www. gfllimited.co.in. Salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal.

b. To formulate criteria for determining qualification, positive attributes and Independence of a Director;

c. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long term growth and success of the Company.

8. Declaration of Independence

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence

9. Familiarisation Programme for Independent Directors

Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report.

10. Performance Evaluation

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors and Chairperson of the Company for the Financial Year 2018-19. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 13th February, 2019 had noted that Annual Performance of each of the Directors including Chairman is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

11. Meetings of The Board

During the year under review, the Board met Five times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

12.Directors Responsibility Statement as per sub-section (5) of Section 134 of the Companies Act, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the annual accounts for the Financial Year ended 31st March, 2019, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii. the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period;

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

iv. the Directors had prepared the Annual Accounts on a going concern basis;

v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively and

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

13.Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys Operations In future Demerger of the Chemical Business of the Company

The Scheme of Arrangement between Gujarat Fluorochemicals Limited ( now known as GFL Limited) (The Demerged Company or GFL1) and Inox Fluorochemicals Limited (now known as Gujarat Fluorochemicals Limited) (The Resulting Company or GFL2) and their respective Shareholders ("Scheme") which inter alia, envisaged for the Demerger of Chemical business (collectively called as the Chemical Business Undertaking) of GFL1 into the Resulting Company was approved by the Board of Directors of GFL1 and GFL2 in their respective Board meetings held on 14th November, 2018 and 12th December, 2018. The Scheme of Arrangement was also approved by the Equity Shareholders, Secured Creditors and Unsecured Creditors of GFL1 at their meeting held on 11th May, 2019 pursuant to the Order dated 28th March, 2019 of the National Company Law Tribunal, Ahmedabad Bench.

The Scheme, pursuant to the petition filed by GFL1 and GFL 2 received the sanction of the National Company Law Tribunal, Ahmedabad Bench vide its Order dated 4th July, 2019 which was received by the Company on 15th July, 2019 and the Scheme came into effect from 16th July, 2019. Subsequent thereto, the transfer of Chemical Business Undertaking of Demerged Company into the Resulting Company with effect from the Appointed Date, April 1,2019 has been completed.

Change of Name of the Company

Pursuant to the sanction of the Scheme of Arrangement between Gujarat Fluorochemicals Limited (The Demerged Company or GFL1) and Inox Fluorochemicals Limited (The Resulting Company or GFL2) by the National Company Law Tribunal, Ahmedabad Bench vide its Order dated 4th July, 2019 and as the Group has always been known as GFL, the name of the Demerged Company i.e Gujarat Fluorochemicals Limited is changed to GFL Limited w.e.f 17th July, 2019 after according the requisite approvals.

14.Particulars of Loans Given, Investments Made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements of the Company. Please refer to Notes no. 8, 9, 38, 45 and 48 to the Standalone Financial Statements of the Company.

15. Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website at the link: http://www.gfllimited.co.in/pdf/ GFL%20-%20Related%20Pa rty%20Transaction%20 Policy.pdf

All transactions entered with Related Parties for the year under review were on arms length basis and hence, disclosure in Form AOC -2 is not required to be annexed to this report.

16. Deposits

The Company has not accepted any deposits covered under Chapter V of the Act.

17.Subsidiaries, Joint Ventures and Associate Companies

A separate statement containing the salient features of financial statements of all Subsidiaries, Associates and Joint Ventures of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries, joint ventures, associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.gfllimited.co.in. The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company.

During the Financial Year under review, Inox Fluorochemicals Limited (now known as Gujarat Flurochemicals Limited) was incorporated as a Wholly Owned Subsidiary of the Company on December 06, 2018 with the objects of carrying on business of inter alia manufacturing of Fluoropolymers, Refrigerants, Chemicals, etc. The Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies of the Company is annexed to this report in Form no AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure B.

18.Internal Financial Controls

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company. One of the Internal Auditors of the Company also tests the internal controls independently.

19.Vigil Mechansim

As per the provisions of Section 177(9) of the Act read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and Employees to report improper acts or genuine concerns or any leak or suspect leak of Unpublished Price Sensitive Information. The Company has accordingly establish a Vigil Mechanism and "Whistle Blower Policy" for all its Employees and Directors to report improper acts. The details of the said mechanism and policy are available on the Companys website www.gfllimited.co.in.

20.Independent Auditors Report

There are no reservations, qualifications or adverse remarks in the Independent Auditors Report.

The notes forming part of the accounts are selfexplanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.

21. Independent Auditors

Members at their 30th Annual General Meeting held on 28th September, 2017 had appointed M/s Kulkarni and Company, Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of 30th Annual General Meeting until conclusion of 35th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 28th September, 2017.

22. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s Samdani Shah & Kabra, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company.

The Secretarial Audit Report given by M/s Samdani Shah & Kabra for the Financial Year 2018-19, is annexed herewith as Annexure C in Form no. MR- 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

23. Management Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations read with para B of Schedule V is presented in a separate Section forming part of this Annual Report.

24. Corporate Governance Report

Pursuant to Regulation 34 read with Para C of Schedule V of Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Auditors Certificate regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure H.

In compliance with the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Managing Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is annexed as a part of the Corporate Governance Report.

25. Business Responsibility Report

Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is available on the website of the Company www.gfllimited.co.in

26. Extract of Annual Return

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2013, the extract of Annual Return as provided in Form no. MGT -9 is annexed to this report as Annexure D.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as Annexure E.

28. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure F.

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

29. Corporate Social Responsibility Activities

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Shanti Prashad Jain, Independent Director, Mr. Vivek Jain, Director and Mr. Deepak Asher, Non Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.gfllimited.co.in/pdf/CSR_Policy_ Final_05112014.pdf. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure G.

30. Safety, Health and Environment

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System), ISO 18001:2007 (Occupational Health and Safety Management System) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and Dahej Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

31. Insurance

The Companys property and assets have been adequately insured.

32. Risk Management

The Board of Directors of the Company at its Meeting held on 10th November, 2017 has approved Enterprise Risk Management (ERM) Framework of the Company which is derived from COSO ERM - Aligning Risk with Strategy and Performance 2016 framework established by committee of sponsoring organizations. According to this, Enterprise Risk Management is "The culture, capabilities, and practices, integrated with strategysetting and its execution, that organizations rely on to manage risk in creating, preserving, and realizing value". The Company has, therefore, adopted Residual risk approach and the Board of Directors have at its Meeting held on 27th May,2019 approved Risk Reporting and its Monitoring system. In the Boards view, one of the Internal Auditors of the Company have reviewed ERM and reported that there are no material or additional risks identified which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

33. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

34. Information under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the year 2018-19.

No. of Complaints Received Nil
No. of Complaints disposed of Not Applicable

Hence, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35.Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of The Company to which the Financial Statements relate and the date of the Report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

36. Acknowledgement

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By order of the Board of Directors
Place: Noida Devendra Kumar Jain
Date: 13th August, 2019 Chairman