Gujarat Sidhee Cement Ltd Merged Directors Report

<dhhead>BOARD’S REPORT</dhhead>

To,

The Members,

Your Directors are pleased to present the 48^th Board Report along with the Audited Accounts and Auditors Report for the Financial Year ended 31^st March 2022.

 

PERFORMANCE HIGHLIGHTS

The highlights of the financial results for the Financial Year ended 31^st March 2022 are given below.

( Rs in Million)

Particulars	Standalone
	2021-2022	2020-2021
Revenue from Operations (Net of GST) and Other Income	7,104.65	5,744.51
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax	456.06	642.75
Finance Cost	42.97	50.44
Profit/(Loss) before Depreciation, Exceptional Items and Tax	413.09	592.31
Depreciation and Amortisation	104.43	105.64
Profit /(Loss) before Exceptional Items	308.66	486.67
Exceptional Items	-	-
Profit /(Loss) before Tax	308.66	486.67
Current Tax Expense	96.49	138.55
Deferred Tax Adjustment	10.51	42.59
Profit/(Loss) for the Year	201.66	305.53
Total Other Comprehensive Income (net of tax)	(10.00)	479.12
Total Comprehensive Income	191.66	784.64
Retained Earnings – Opening Balance	3,092.46	2,786.57
Add/(Less):
Profit/(Loss) for the Year	201.66	305.53
Remeasurement of Defined Benefit Plan (Net of tax)	0.24	(2.34)
Vested Employee Stock Options Lapsed	-	2.70
Retained Earnings – Closing Balance	3,294.36	3,092.46

 

During the year under review:

Clinker production was 1.40 Million tons, 20 Per cent higher than the previous year.

Cement production in FY 2021-22 was 1.25 Million tons, 8 per cent higher than the previous year.

Total cement and clinker despatches in FY 2021-22 were 1.43 Million tons 7.7 per cent higher than the previous year.

Total income for the year 2021-22 was Rs 7104.65 Million, compared to Rs 5744.51 Million in the previous year.

Net profit before tax for the year 2021-22 was Rs 308.66 Million compared to Rs 486.67 Million in FY 2020-21.

The market demand was affected by the second and third waves of COVID wherein several lives were lost. Though the efforts of the Governments were concentrated on the vaccination and providing health care facilities, the spending on infrastructure projects and affordable and rural housing continued resulting in continued cement consumption. There was an improvement in the cement prices during the financial year. However, the rising input costs was much higher compared to rise in the cement prices which has affected the profitability input cost was much higher compared to rise in the cement prices of the Company.

 

MANAGEMENT DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis Report pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI LODR Regulations") for the year under review is presented in a separate section forming part of the Annual Report as Annexure A.

CORPORATE GOVERNANCE

In order to maximize shareholders value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of SEBI LODR Regulations, applicable provisions of the Act and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’).

A detailed Report on Corporate Governance, in terms of Regulation 34(3) and Part C of Schedule V of the SEBI LODR Regulations, is presented separately and forms part of the Annual Report along with the Certificate from a Practicing Company Secretary pertaining to the compliance of regulations of Corporate Governance as stipulated under said SEBI LODR Regulations. Further, a declaration by the Managing Director that the Board and Senior Executives have complied with the Code of Conduct of the Company also forms a part of this Report as Annexure B.

 

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

 

DIGITAL TRANSFORMATION

Your Company has initiated a journey in digital transformation by changing the ERP to SAP S4 Hana and implementing a host of digital solutions along with seamless integration of best in class solutions for sales, procurement, logistics, production planning, expense management, management of human resources etc. The ERP implementation along with some of the solutions have gone live from April 02, 2022. The digital transformation is expected to result in simplifying and automating the existing processes, improve operational efficiencies, have better controls, cost optimization, get more meaningful data for analytics and result in a better experience for the Company’s customers and stakeholders.

 

FINANCIAL STATEMENTS

The Audited Standalone Financial Statements of the Company which forms a part of this Annual Report have been prepared pursuant to Regulation 33 of the SEBI LODR Regulations in accordance with the provisions of the Companies Act, 2013 and Companies (Indian Accounting Standards) Rules, 2015.

 

SHARE CAPITAL Equity Share Capital

The paid-up Equity Share Capital of the Company as on 31^st March 2021 excluding the forfeited shares was Rs 882.02 million and as on 31^st March 2022 excluding the forfeited shares was Rs 892.18 million.

The Holding and Subsidiary company of your Company namely Bhadra Textiles & Trading Private Limited and Villa Trading Company Private Limited got amalgamated with your Company vide NCLT Order dated 22^nd June 2021. Consequent to the said merger, 4,88,00,000 equity shares of Rs 10/- each held by Bhadra Textiles & Trading Private Limited was cancelled and new 4,88,00,000 equity shares of Rs10/- each of your Company was allotted to the shareholders of Bhadra Textiles & Trading Private Limited proportionately and the said shares was listed at BSE Limited and National Stock Exchange of India Limited.

 

Employee Stock Option Scheme

The Board of Directors have constituted an Employee Stock Option Scheme (‘ESOP’) as a way of rewarding its high performing employees. The Company had granted stock options to eligible employees under Gujarat Sidhee Employee Stock Option Scheme, 2017 (ESOP Scheme).

During the year, 10,16,283 Equity Shares of Rs 10/- each were allotted to the employees in accordance with ESOP Scheme. The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given as Annexure C to this Report.

There are no material changes made to the above Scheme and the said Scheme is in compliance with the SBEB Regulations. The Statutory Auditors’ of the Company, M/s Bansi S. Mehta, have certified that the Company’s above-mentioned Schemes have been implemented in accordance with the SBEB Regulations, and the Resolutions passed by the Members for the Scheme. A Certificate as per Regulation 13 of Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014 is enclosed as Annexure D to this Report.

 

AUDIT OF RECONCILIATION OF SHARE CAPITAL

In accordance with the Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, as amended M/s. Ragini Chokshi and Co., Practicing Company Secretaries undertake a Reconciliation of Share Capital Audit to reconcile total share capital admitted with National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital of the Company. This audit is undertaken every quarter and the report thereon is submitted to the Stock Exchanges within prescribed timelines and is placed before the Board at its meetings.

 

PUBLIC DEPOSITS

During the year under review, your Company has not accepted deposits from the public/ members or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

 

POLICY ON RELATED PARTY TRANSACTIONS

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act, SEBI LODR Regulations and Policy on dealing with and materiality of Related Party Transactions. During FY 2021-22, there were no material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

The disclosure of material related party transactions entered into by the Company during the FY 2021-22, as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed to this Report as Annexure E. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at http://gscl.mehtagroup.com/policy/related-party-transactions-policy.

 

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE AND SECURITIES PROVIDED

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are provided in the Standalone Financial Statements for the year ended March 31, 2022 and the same forms part of this Annual Report.

 

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

None

 

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place a well-established and comprehensive internal financial control systems across all the locations to ensure that the Company’s assets are safeguarded and protected against loss from unauthorized use or disposition, transactions are authorized, recorded and reported correctly and operations are conducted in an efficient and cost-effective manner. Such control systems have been assessed during the year. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Pursuant to Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the timely preparation of reliable financial information, and usefulness of financial and operational controls on a regular basis.

The annual audit plan and key audit findings are reviewed by the Audit Committee of the Board of Directors. Any deviations from standard are corrected and measures are taken to strengthen the internal control framework further.

 

INSURANCE

All the properties of your Company including buildings, plant, machinery and stocks have been adequately insured.

 

SUBSIDIARY AND ASSOCIATE COMPANIES

As on 31^st March 2022, your Company does not have any subsidiaries. The Company does not have any joint venture / associate company(ies) within the meaning of Section 2(6) of The Companies Act, 2013.

 

DIRECTORS

Appointment of Directors

There has been no change in the constitution of the Board of Directors and Key Managerial Personnel of the Company during the year under review.

 

Reappointment of Director

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Venkatesh Mysore (DIN: 01401447), shall retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as Annexure F is annexed to the Notice of the Annual General Meeting. The Board has confirmed that Mr. Venkatesh Mysore satisfies the fit and proper criteria as prescribed under the applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

 

Cessation of Director

None of the Directors of your Company have ceased to be the Director during the FY 2021-22.

 

KEY MANAGERIAL PERSONNEL

Appointment / Change in Key Managerial Personnel

During the year under review, there is no appointment / change in Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013.

 

INDEPENDENT DIRECTORS

The Independent Directors hold office for a term of 5 (five) years and are not liable to retire by rotation.

 

Declaration of independence from Independent Directors:

Your Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI LODR Regulations. In terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the SEBI LODR Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

 

Disclosure pertaining to disqualification of Directors:

A certificate from M/s. Ragini Chokshi & Co, Practicing Company Secretaries has been received in accordance with the SEBI LODR Regulations confirming that none of the Directors on the Board of the Company have been disqualified to act as Director. The same is enclosed herewith as Annexure G.

 

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has carried out an annual evaluation of its own performance and that of its Committees as well as reviewed the performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate meeting of Independent Directors was held on 18^th May 2022 to review:

Performance of the Non-Independent Directors and the Board as a whole.

Performance of the Chairman of the Company taking into account the views of Executive Directors and Non-

Executive Directors.

The evaluation of the Independent Directors was carried out by the entire Board of Directors without the participation of the respective Independent Director.

The outcome of the performance evaluation of the Board for the year under review was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings. All Directors expressed satisfaction with the evaluation process.

 

DIRECTORS’ RESPONSIBILITY STATEMENT

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

that in the preparation of the annual financial statements for the year ended 31^st March 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;

that the accounting policies as mentioned in Note No.1 (B) to the Financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that the annual financial statements have been prepared on a going concern basis;

that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

that systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

 

NUMBER OF MEETINGS OF THE BOARD

During the FY 2021-22, the Board of Directors of the Company met 5 (five) times, for which due notices and notes to agenda were provided to the Directors in accordance with the Secretarial Standard-1 on Meetings of the Board of Directors. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to take an informed decision. Further, the meetings have complied with the requirements of quorum as prescribed in the Act and the SEBI LODR Regulations, and the intervening gap between the meetings was within the period prescribed under the Act, the SEBI LODR Regulations and within the time period as permitted and extended by MCA vide its General Circular No.11/2020 providing relaxations in the time gap between two consecutive meetings of the Board.

 

COMPLIANCE WITH SECRETARIAL STANDARDS

The Secretarial Standards, viz. SS-1 and SS-2, issued by the Institute of Company Secretaries of India (ICSI) relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by the Company.

 

NOMINATION & REMUNERATION COMMITTEE AND POLICY

Your Company has in place a Nomination & Remuneration Committee and has also adopted a Nomination

& Remuneration Charter and Remuneration / Compensation Policy. The constitution of the committee along with the terms of reference to the committee is set out in the Corporate Governance Report. The Nomination and Remuneration Charter and Compensation Policy is available on the Company’s website at the following links: http://gscl.mehtagroup.com/policy/nomination-and-remuneration-charter and http://gscl.mehtagroup.com/policy/compensation-policy.

 

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed at Annexure H. There were 355 permanent employees of the Company as on 31^st March 2022.

A statement showing names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) and other details as required of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by Members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof, may write at gsclinvestorquery@mehtagroup.com and underline whereupon a copy would be sent to such Member. Further, the details are also available on the Company’s website at: http://gscl.mehtagroup.com/investors.

 

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made there-under, the Company at its 44^th AGM appointed M/s. Bansi S. Mehta & Co, Chartered Accountants (Firm Registration No. 100991W) as Statutory Auditors of the Company to audit the accounts of the Company upto the Financial Year 2021-22 who shall hold office from the conclusion of the 44^th Annual General Meeting till the conclusion of this Annual General Meeting of the Company. Accordingly, it is proposed to re-appoint M/s. Bansi S. Mehta & Co, Chartered Accountants (Firm Registration No. 100991W) as Statutory Auditors of the Company for a second term of 5 (five) years and shall hold the office from the conclusion of this AGM till the conclusion of AGM to be held for the Financial Year 2026-27 on a remuneration to be determined by the Board of Directors. The Report given by M/s. Bansi S. Mehta & Co, Chartered Accountants on the financial statements of the Company for FY 2021-22 forms part of this report.

 

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as Secretarial Auditor of the Company.

The Secretarial Audit Report submitted by them in Form MR-3 in accordance with Rule (9) of the Companies (Appointment and Remuneration Personnel) Rules, 2014 for the financial year ended March 31, 2022 is appended to this Report as Annexure I.

The Board of Directors of your Company on the recommendation of the Audit Committee appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2022-23.

 

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and on the recommendation of Audit Committee, M/s. M. Goyal & Co. Cost Accountants have been appointed by the Board as Cost Auditor of the Company for the Financial Year 2022-23. A Certificate of eligibility under Section 148 of the Companies Act, 2013 has been received.

As per the requirement of the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution for seeking Members’ ratification for the remuneration payable to M/s. M. Goyal & Co., Cost Auditor, is included at item no. 4 of the Notice convening the Annual General Meeting.

 

COST RECORDS

Your Company has maintained cost accounts and records as per the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 for the year ended March 31, 2022.

 

TAX AUDITORS

The Board of Directors of your Company on the recommendation of the Audit Committee appointed M/s. Bansi S. Mehta & Co., Chartered Accountants as Tax Auditor to carry out the Tax Audit for the Assessment Year 2022-23.

 

INTERNAL AUDITORS

The Board of Directors of your Company on the recommendation of the Audit Committee appointed Mr. Tushar J. Shah, Chartered Accountant, as an Internal Auditor to carry out the Internal Audit of the Company for the Financial Year 2022-23.

 

REPORTING OF FRAUDS BY AUDITORS

During the year under review, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees as specified under Section 143(12) of the Companies Act, 2013.

 

OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations, 2015, the Company has an Audit Committee and details of its constitution, terms of reference of the said are set out in the Corporate Governance Report.

 

RISK MANAGEMENT

Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team with their active participation. The risks that matter and their mitigation plans are updated and reviewed periodically by the Audit Committee of the Board. The risks that are identified by the plant, marketing and corporate are being addressed through risk response strategies and subsequently mitigating actions are taken. The Risks as is escalated by the "Executive Management" is reviewed periodically by the Audit Committee and the Board and action taken as suggested.

Detailed note on Risk Management is given in the Management Discussion and Analysis Report.

 

CORPORATE SOCIAL RESPONSIBILITY (CSR) CSR Policy

The Board of Directors, on the recommendation of the Corporate Social Responsibility Committee, formulated a Corporate Social Responsibility Policy for welfare of the society, which is in consonance with Section 135 of the Companies Act, 2013 on CSR. The said policy was amended in accordance with CSR rules as amended under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 notified by the Ministry of Corporate Affairs. The said policy is hosted on the Company’s website at the following link: http://gscl.mehtagroup.com/policy/csr-policy.

Your Company’s CSR initiatives are as per the Company’s CSR Policy. Our CSR program aims to address the immediate and long term needs of the community and focus on where we can make the major impact on marginalized sections of the society.

 

CSR Committee

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The role of the Committee includes formulation and recommending to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and any amendments thereto, recommendation of the amount of expenditure to be incurred on the CSR activities as enumerated in Schedule VII of the Act and referred to in the CSR Policy of the Company, as also to monitor the CSR Policy from time to time.

 

Annual Report on CSR

The Annual Report on CSR activities for the FY 2021-22 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 giving details of the composition of the CSR Committee, CSR Policy and projects undertaken by the Company during the FY 2021-22 are outlined in the Report on CSR Activities annexed to this Report as Annexure J.

 

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Your Company has not received any significant or material orders passed by any regulatory authority, court or tribunal in accordance with Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, which shall impact the going concern status and Company’s operations in future.

 

OTHER INFORMATION

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

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed as Annexure K to this report.

 

Whistle Blower Policy / Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7(4) of the Companies (Meetings of Board and its powers) Rules, 2014 and the SEBI LODR Regulations, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns. Your Company has a Whistle-blower Policy to encourage and facilitate employees to report concerns about unethical behaviour, actual/ suspected frauds and violation of Company’s Code of Conduct. The policy also provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee.

During the FY 2021-22, no cases under this mechanism were reported to the Company and /or to any of its subsidiaries / associates.

The Whistle Blower Policy is available on the website of the Company at the following link: http://gscl.mehtagroup.com/policy/whistle-blower-policy.

 

Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees etc.) and has zero tolerance for sexual harassment at workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted Internal Complaints Committee across various locations to redress complaints received regarding sexual harassment.

During the year under review, Your Company has not received any complaints of sexual harassment from any of the women at work place of the Company.

 

Extract of the Annual Return

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return in Form MGT-9 is available on the website of the Company at the following link: http://gscl.mehtagroup.com/investors/shareholder-information/mgt-9.

 

OTHER DISCLOSURES:

Secretarial Compliance Report and Secretarial Audit

Your Company has received a Secretarial Compliance Report for the year ended 31^st March 2022 from M/s. Ragini Chokshi & Co., Practicing Company Secretaries, pursuant to Regulation 24A of the SEBI LODR Regulations and is annexed hereto as Annexure L. The said Report does not contain any qualification, reservation or adverse remark.

 

Listing of Equity Shares

Your Company’s equity shares are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid listing fees as prescribed for Financial Year 2022-23.

 

Investor Relations

Investor Relations (IR) at your Company serves as a medium for two-way communication of information and insights between the Company and the Investor Community.

 

BSE Listing Centre and NEAPS (NSE Electronic Application Processing System): -

BSE Limited and National Stock Exchange of India Limited have developed web-based applications for Corporate. All compliances like Financial Results, Shareholding Pattern and Corporate Governance Report, etc. are filed electronically on BSE Listing centre and NEAPS within the timeline as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

 

SCORES (SEBI complaints redress system):

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI. The investor complaints are also handled and resolved by the Company’s Registrar and Share Transfer Agent viz. M/s. Link Intime India Pvt. Ltd.

 

Exclusive email ID for Investors:

Your Company has established an email id gsclinvestorquery@mehtagroup.com exclusively for Investor servicing, and the same is prominently displayed on the Company’s website at http://gscl.mehtagroup.com.

 

Information at Company’s website:

All historical and latest information/ updates are promptly available on the Investors page of the Company’s website at http://gscl.mehtagroup.com to keep its investors updated time to time.

 

ACKNOWLEDGEMENT

Your Directors would like to express sincere gratitude to all valuable stakeholders of the Company viz., the Central and State Government Departments, Organizations, Agencies, our customers, shareholders, dealers, vendors, banks, medical fraternity, patients and other business associates for their excellent support and co-operation extended by them during the financial year under review.

 

For and on behalf of the Board of Directors

	Jay Mehta	M.S. Gilotra
	Executive Vice Chairman	Managing Director
	(DIN: 00152072)	(DIN: 00152190)
Place: Mumbai
Date: May 26, 2022