GHLC
GHLC
June 7, 2022
Dear Sir/Madam,
Sub: Filing of 39th Annual Report (Integrated) of the Company for the financial year 2021-22
along with Notice to Shareholders for Annual General Meeting
We would like to inform that that 39th Annual General Meeting of the Company, is scheduled to be held
on Thursday, June 30, 2022 (ifff4RldF<, �. \� �. ffri;1r � � 019�) at 10.00 a.m. (1ST)
through Video Conferencing (VC) or Other Audio Visual Means (OAVM), as per the framework issued
by the Ministry of Corporate Affairs (MCA) vide Circular No. 14 of 2020 dated April 08, 2020, Circular
No. 17 of 2020 dated April 13, 2020, Circular No. 20 of 2020 dated May 05, 2020, Circular no. 02/2021
dated January 13, 2021 and Circular no. 2/2022 dated May 5, 2022 and also SEBI Circular dated May
12, 2020, SEBI Circular dated January 15, 2021 and SEBI Circular dated May 13, 2022 (collectively
referred to as "Circulars").
We would further like to inform that pursuant to requirement of Regulation 34 read with 30 of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and any other applicable provisions
if any, please find enclosed herewith 39th Annual Report (Integrated) of the Company for the financial
year 2021-22, which includes Notice, Board's Report along with report on Corporate Governance,
Business Responsibility and Sustainability Report, Integrated Report, MDA, Audited Financial
Statements along with Consolidated Financial Statements and Auditors Reports thereon. The dispatch
of notice of the 39th AGM through emails has been completed on June 7, 2022.
We would further like to inform that as per the Finance Act, 2020, dividends paid or distributed by a
Company after April 1, 2020 shall be taxable in the hands of the Shareholders. In compliance with the
said Finance Act, Company shall therefore be required to deduct tax at source at the time of making
the payment of the said Dividend the Shareholders.
Please note that copy of this intimation is also available on the website of BSE Limited
(www.bseindia.com/corporates), National Stock Exchange of India
Limited (www.nseindia.com/corporates) and website of the Company (www.ghcl.co.in ).
Thanking you
Yours faithfully
F GHCL Limited
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Sr. GM-Sust�in�bilitv & Company �ecretary
B- 38, GHCL House, lnst1tut10nal Area, Sector- 1, No1da, (U.P.) - 201301, India. Ph.: +91-120-2535335, 4939900, Fax: +91-120-2535209
CIN: L24100GJ1983PLC006513, E-mail: [email protected], Website: www.ghcl.co.in
Regd. Office: GHCL House, Opp. Punjabi Hall, Near Navrangpura Bus Stand, Navrangpura, Ahmedabad, Gujarat - 380009, India
GHCL Limited
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39 th
Integrated Annual
ABILITY
Report 2021-22
Contents
Corporate Overview Statutory Reports
GROWTH.
PERFORMANCE.
SUSTAINABILITY.
The theme for our Integrated Annual Report
(IAR) FY 2021-22, “GROWTH. PERFORMANCE
SUSTAINABILITY” reflects our commitment
towards achieving long-term sustainable
growth while taking full accountability and
responsibility for our actions.
We believe in the
philosophy of
2
G row t h Pe r fo r man c e Su st ai n ab i l i t y C o r p o rate Over view
3
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
This edition of the report has been operational excellence across all The reporting period for our IAR is from
developed in compliance with the our divisions complemented by our 1st April 2021 to 31st March 2022. The
Integrated Reporting <IR> framework Sustainability Vision 2023. Our reports report covers the information of GHCL’s
issued by the International Integrated continue to evolve towards an enhanced sites that manufacture Soda Ash, Yarn,
Reporting Council (IIRC) while approach to accomplish our long-term and Consumer Products Division. In
continuing our commitment to sustainable growth along with reinforcing addition to the manufacturing facilities,
demonstrate in-depth, transparent, and trust in stakeholder value and return the employee data also covers our
balanced quantitative and qualitative on investment. Going forward, we have corporate office at Noida and marketing
disclosures reflecting on our enhanced accentuated our approach to business offices located across the country.
performance. We believe in pursuing beyond the usual by incorporating the
a focused leadership and business value provided by our Company through
strategy which would help to deliver six capitals.
All financial figures are related to Manufactured Capital Social and Relationship Capital
continued operations of the Company.
4
Ab o u t t h e re p o r t C o r p o rate Over view
Several assertions in this IAR about our business operations could be considered forward-looking statements that involve risks and uncertainties. Words like
"anticipate," "believe," "estimate," "intend," "will," "anticipated," and other similar expressions, when used in connection with the Company or its businesses,
are intended to identify forward-looking statements, whether because of new information, future events, or otherwise. The actual results, performances or
achievements, and risks and opportunities could differ materially from those expressed or implied in such forward-looking statements. Important factors that
might make a difference to the Company’s operations include economic conditions affecting demand-supply and price conditions in the domestic and overseas
markets, raw material prices, changes in governmental regulations, labour negotiations, tax laws, and other statutes, economic development within India and
the countries within which the Company conducts its businesses and other incidental factors such as the repercussions of a global pandemic that the world
witnessed throughout a major portion of FY 2021-22. The Company undertakes no obligation to publicly amend, modify or revise any forward-looking statements
on the basis, of any subsequent developments, information, or events.
5
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Chairman’s Message
our competitors in our core business of stand for, and the value we bring to our
Chemicals and Yarn. Going forward, we will stakeholders.
be investing in initiatives such as Greenfield
project, product basket expansion, clean Over the years, we have been consistent
energy and ESG initiatives, and automation. in our pay out and as a token of gratitude
Within each business we shall focus on for your support this year too, a dividend of
digitisation, customer centricity, and Rs. 15/- per equity share has been
governance and sustainability measures. announced.
These initiatives will help us reduce risks
Dear Shareholders, the volatility in the
and create value for our stakeholders.
business environment during the past two
Our investments in renewable energy years has made us realise the importance of
and modernisation and expansion being adaptable and agile, of understanding
of our businesses will give us better our core competencies and ensuring
leverage going forward. Last quarter, we them to generate the desired value for our
commissioned two 10 MW each on-grid stakeholders. We learnt from adversity,
solar power projects in Tamil Nadu. These we transformed quickly, adapted new
We are positive that we shall will be followed by an additional 20 MW technologies and ways of doing business.
continue to be a robust driver Solar power project for captive use. Once We increased our focus on modular
of revenue and profitability commissioned, we will be fulfilling almost expansion, debottlenecking, creating a
85% of the energy requirement from diversified product basket and backward
supported by our strong
renewable resources. integration of raw material supplies. We
team of professionals. also benefited from our focus on product
In FY22 demand for soda ash stayed market expansion and value added
strong globally. This was mostly due to products. Going forward, we are certain
a revival of the economy post COVID as that our investments in the renewable
Dear Shareholders, well as a strong demand for solar glass. energy portfolio and modernisation and
FY 22 was year that witnessed an abrupt Our Revenue has increased by 51.67% on expansion of the businesses will give us
transformation of the world. The conflict year-on-year basis. EBITDA has significantly better leverage.
all over Europe affected the post COVID increased by 60.14% as compared to last
year. The spinning business is facing certain We are positive that we shall continue to be
recovery of world economies, shook global
headwinds, due to high cotton prices. a robust driver of revenue and profitability
supply chains, reduced growth forecasts
However, we believe that the demand supported by our strong team of
and increased inflation levels. Furthermore,
situation will improve going forward. The professionals. It gives me a lot of confidence
uncertainty about the fourth wave and
China+1 strategy, the situation in Sri Lanka when I see the agility and resilience that the
virus mutations have increased risks
and Pakistan and likely FTAs with UK and team demonstrated in the face of all this
towards future growth worldwide. Climate
Europe have the potential to positively unprecedented volatility. In the last couple
change and its impact is already alarming.
impact demand. of years, we made proactive investments in
If humanity doesn't act now to stop
our people, our processes, operations and
greenhouse gas emissions, major cities will
Dear Shareholders, as the Chairman of the technologies to deliver a strong operational
be underwater, unprecedented heat waves
Board of Directors of GHCL, I am proud to performance. The year ahead, promises its
will define summers, terrifying storms will
share that your company has been certified own set of challenges. However, with the
become more frequent, and millions of
as a “Great Place to Work” for the sixth potential and determination of our people,
plant and animal species will go extinct.
year in a row and was among top 30 Best we are confident that we shall grow our
All this volatility has brought with it many Workplaces in the Manufacturing sector. Business Responsibly, with Governance,
uncertainties and exposed organisations We were awarded the CII HR EXCELLENCE Sustainability and Core Values as our
to the inevitability of change. Our strategy AWARD with a “Commendation for Strong Foundation.
to navigate through these uncertain times Commitment to HR Excellence”. We won
the Gold award by International Research With this, I would like to thank all our
has been to concentrate on and continue
Institute of Manufacturing (IRIM) and were customers, partners, shareholders and
doing what we are good at. It was in
1st Runners up - Mega Large Business, investors for their continued support,
January this year that we decided to divest
Process Sector Frost & Sullivan and TERI partnership and invaluable contribution.
out Home textiles business and demerge
the Chemicals and Yarn businesses. Our Sustainability 4.0 Awards 2021. I am indeed
focus continues to be on outperforming proud of these achievements which are a
Sanjay Dalmia
testimony of our core strengths, what we
Chairman
6
Ch a i r m a n’s Me ssag e | Ac c o mp l i sh me nts i n F Y 20 2 1-2 2 C o r p o rate Over view
Accomplishments in FY 2021-22
7
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Received Great Place to Work Award for the 6th consecutive year
Note: The certificate is valid subject to the terms and conditions agreed to by the
Organization.
Great Place to Work Awards-Category GHCL Foundation Trust received Mahatma Award 2021 under CSR
Awards 2021-22 Excellence and Sustainability Categories
8
H o n o rs an d Award s C o r p o rate Over view
9
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
GHCL at a glance
GHCL limited was incorporated on 14th October 1983, with the name of Gujarat
Heavy Chemicals Limited, as a Public Limited Company. We are promoted in the Joint
Sector by the Gujarat Industrial Investment Corporation Limited (GIIC) and Dalmia's
investment companies, as a Soda Ash manufacturing facility in the State of Gujarat.
In 2005, the entire stake of GIIC was bought by private promoters. Over the last three
decades, the Company spearheaded by its vision has gradually established itself into
an industrial conglomerate with a market capitalization of almost J 5,200 Crores plus.
3
Decades in Industry
J 3778.36
Crores Turnover
10
G H CL a t a g la n c e | O u r M i ssi o n , Vi si o n an d C o re Val u e s C o r p o rate Over view
Trust
{dœñV: VWm M ñdmË‘mZ‘ OmZr{h
Confidence in each
MISSION others capabilities and
intentions.
Responsibly maximising
stakeholder value
Ownership
bmoH$m: g‘ñVm : gwpIZm| ^dÝVw
Each person to work
towards larger group
objectives.
VISION
To grow our business
Integrated Teamwork
responsibly, with governance, ¶moJ: H$‘©gw H$m¡eb‘
sustainability and core values
Take Responsibilities
of own decisions and
actions
as our foundation
11
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
GHCL Businesses
Mining Sites
Semi-mechanized mining
technologies are being used to
mine an average of 45 MTPD to 500
MTPD of chemical grade limestone
at these locations
12
G H C L Bu si n e sse s C o r p o rate Over view
installed capacity of
11 Lakh
MTPA for Soda Ash manufacturing at
Sutrapada, Gujarat
70 Thousand
MTPA of refined Sodium Bicarbonate
(Baking Soda) is produced
13
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
GHCL Businesses
Yarn
14
G H C L Bu si n e sse s C o r p o rate Over view
Manufacturing Units
1,00,000
MTPA production capacity of Chennai
Salt refinery
15
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Business Environment
Value Creation Model
Our value creation model leverages our core competencies and focusses on creating a best-in-class integrated value chain. The
below image describes what we use, how we manage the process, how we create value and what value we create.
Financial Capital
H 3778.36 Revenue generated
St
es
ra e A
ou
te
rc
gy locat
an
Intellectual Capital
l
d
1,705 number of kaizens
ion
Vision
Natural Capital
120 lakh GJ direct energy
consumption
4.3 lakh GJ indirect energy
consumption
26.7 lakh KL fresh water Our Value
Respect Trust Ownership
consumption Chain
16
Bu si n e ss Env i ro n me nt C o r p o rate Over view
Intellectual Capital
Raw material Spinning Yarn
procurement H 2.2 Crores savings due to process
one of India's major efficiency
exporters of domestic cotton
Consumer Products
Social & Relationship
Capital
Consumer Products
Raw material Branding and 87 employee trust index in GPTW
procurement packaging Strong FMCG presence in H 28.74 Cr. Worth CSR projects
South India with Edible Salt. implemented in association with
our CSR partners
Refining salt Our Brands Sapan & i-FLO
are well accepted among 1,08,092 CSR beneficiaries
Category A stores in Major
Southern cities Natural Capital
Customers Distribution
11.6 lakh tCO2 scope 1 emission
59,750 tCO2 scope 2 emission
1.3 lakh MT waste disposal
Team work
17
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Risk Management
Over the years, we have observed that our business has
faced numerous bottlenecks marked by uncertainties due
to volatile times and increased compliance requirements.
The Company understands that effective and responsible
risk management practices are critical in meeting our
strategic objectives and achieving sustainable growth.
IDENTIFY
ANALYSE
ACTION
MONITOR
CONTROL
18
R i sk M an ag e me nt C o r p o rate Over view
We put a strong emphasis on engaging is headed by Independent Director. The Board is ultimately responsible for
with our strategic stakeholders and The Risk & Sustainability Committee’s identifying and analysing the nature
industry specialists on a regular basis functions and responsibilities are of internal and external risks that may
to align our risk management strategy. outlined by the Board. The committee threaten our ability to achieve our
We understand the importance is responsible for formulating Risk strategic goals. The Board is also in
of evaluating and managing risks Management Policy and framework charge of assessing the Company's risk
that threatens the achievement of for identification of internal and appetite, overseeing the development,
company’s objectives. Consequently, we external risks including cyber security implementation of Risk Management
update our business model, execution and ensuring appropriateness of the framework and maintenance of a
strategies and risk profiles on a proactive sustainability management system suitable monitoring and reporting
basis. Additionally, we ensure adequate and its framework. The company structure. Our Internal Audit Program
monitoring and reporting framework manages risk through a well-defined, is equally in line with the Company's
with updated systems to manage integrated framework that facilitates risk profile and in charge of providing
risk, refine processes, impart specific awareness of different risks and its independent assurance as well as risk
trainings to become future ready and intensity. Additionally, we interact with management in specific areas. The Risk
provide value to our stakeholders. our stakeholders and industry experts & Sustainability Committee evaluates
on a regular basis and understand the Company's multiple implications on
At GHCL, we have a Risk & Sustainability global risk trends and their implications. a routine basis and reports to the Board
Committee, which comprises of Consequently, we proactively review of Directors regularly.
Independent, Non-Executive and and update our business models,
Executive Directors. This committee execution plans and risk profiles.
3 10 5 9
1 2 4
6 7
Medium (5-20 Cr.)
12
15
Low (<5 Cr.)
13 14
11
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GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Risk Management
Cost Competitiveness
1 Raw Material Focus on efficient use and re-use of raw material as well as captive raw
availability and material (Backward Integration)
Volatility Ensuring long term supply contracts and vendor diversification for
commodity supplies
Due Diligence and effective management in on-boarding raw material
suppliers
2 Margin Pressure Re-evaluate sales and marketing strategies to deal with margin pressure
– Low-cost
competitors and Introducing differentiated and Innovative products
Oversupply
3 Financial Cost and Targeted deployment of financial funds, meticulous allocation of capital,
disciplined Capital and making future ready investments
cost Allocation Efficient capital management thereby deriving the maximum output for
each unit of capital disbursed
4 Currency Monitoring the foreign exchange market closely and taking hedging
Fluctuation measures, principally for terms shorter than one year and generally not
exceeding 18 months
Management of exchange rate exposures by utilising forward foreign
exchange contracts
Engagement with multiple rating agencies on our financial processes
Sustainability
5 Social License to Regular engagement with the local communities to understand and address
Operate their issues
6 Climate Change Investment in upgrading existing technology to minimise our GHG footprint
and Natural Internal carbon price (the project is underway)
Calamity
Assessing impacts of climate change on GHCL's operations and supply chain
Continuous monitoring of EHS KPIs
8 Succession Robust identification process for finding persons with required capabilities
Planning: Right Investing in training, mentorship, and development of selected candidates
People at Right
Place
20
R i sk M an ag e me nt C o r p o rate Over view
Governance
9 Governance, Board engagement for developing a dynamic board agenda that highlights
Compliance business strategy, ESG's KPIs, risk management, succession planning, enhancing
and Regulatory Board process, CMS, Board evaluation, CSR, capex approvals, internal audit
Changes controls.
Board's endeavor is to establish system for evaluating resource allocation,
assessing value drivers, reducing decision biases, debating strategic alternatives,
assessing portfolio synergies, adjusting strategy based on changing business
conditions, encouraging functional team to focus on innovation, assessing
portfolio diversification.
Strengthening compliance system, ensuring accountability and engaging top
leadership on the matter of statutory compliance and stakeholders engagement.
Ensuring that all employees, including long-term contractors, are trained on
GHCL's Code of Conduct
10 Ethical System in place for reporting and investigating violations of the Code of Conduct.
Business Security policies and systems are upgraded regularly with the latest security
Practices standards
Zero tolerance policy and approach on ethical business practices across its supply
chain.
13 New Product Dedicated team to conduct research on new products identification and process
and Process enhancement for value enhancement
Enhancement Customer centric approach and process simplification for all stakeholders
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GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Integrating Sustainability
At GHCL, have always attached environment and social considerations into
our operations and decision-making process. As a result, we are financially
sustainable, environmentally conscious, well governed and creating widespread
impact in the lives of our employees, local communities, and business partners.
22
I nte g rat i n g Su st ai n ab i l i t y C o r p o rate Over view
Sustainability
Vision 2023
23
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Product Portfolio
Light Soda Ash Dense Soda Ash is used in Glass Refined Sodium Bicarbonate or baking
manufacturing (Flat Glass, Container soda, is available in - Technical grade,
Light Soda Ash is an important basic Glass, Plate Glass, deep processing Animal Feed grade and Food grade.
industrial alkali chemical used in soap to other high-grade glass for example Manufactured from light Soda Ash, it
and detergents, pulp and paper, iron and automotive glass, curtain wall glass), is used in a variety of industries like
steel, aluminium cleaning compounds, Silicate, Ultramarine, and other chemical food, food dyes, poultry and animal
water softening and dyeing, in fibre- industries. feed, leather tanning, fire extinguisher,
reactive dyes, effluent treatment and vegetable cleaning applications, blasting
production of chemicals. of metals, manufacture of chemicals,
pharma, deodorizers, and personal care
products.
24
P ro d u c t Po r tfo l i o C o r p o rate Over view
Yarn Division
TFO Yarns
Vortex yarns Polyester Cotton Yarns – Ne 30s to 100% Micro Modal & Tencel yarns –
62s in Blends 52/48, 65/35 & 75/25 Ne 30s to 80s
100% Viscose Vortex – Counts (includes Sustainable Rpet)
21s,30s,32s and 40s Cotton Modal yarns– Ne 30s to 80s
2/80s PC Combed and Carded in blend 60/40
Cotton/Modal Vortex – Counts yarns
21s,30s,32s and 40s Supima Tencel & Supima Modal
Polyester Viscose yarns – Ne 30s to Yarns – Ne 24s to 100s
Poly/Cotton Vortex – Counts 60s in 65/35 & 75/25 blend
21s,30s,32s and 40s Polyester Modal yarns– Ne 30s to
Cotton Poly yarns – Ne 30s to 50s in 80s in blend 52/48
60/40, 80/20 & 90/10 Blend (CVC)
Polyester Cotton Slub yarns – Ne
100% Viscose yarns– Ne 30s to 60s. 30s to 60s
25
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Product Portfolio
Edible Salt
26
P ro d u c t Po r tfo l i o C o r p o rate Over view
27
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Resource Allocation
To maintain a robust financial growth, we must prioritise profitability and reduce
loss-making production. We have ensured a focused approach to resource
allocation underpinning our strategy, which is vital to safeguarding and increasing
the returns on our shareholders' investments.
Subsequently we proactively work on To maintain long-term viability, we are optimization of all resources at our
making the allocation of resources even committed to articulate our Company disposal and optimal allocation of those
more effective. Recognizing that a firm goals to assist our valued stakeholders resources considering financial, social,
cannot be successful without limiting in identifying and prioritising the most and environmental considerations. This
environmental effects, we incorporated important areas for value creation. We has often assisted us in minimizing losses
all six capitals into our resource allocation also recognize that long-term value and maintaining a robust balance sheet.
strategies. creation necessitates continuous
All our stakeholders play a fundamental role in Sources include debt and equity financing and
creating and sustaining an enabling external cash generated by operations and investments.
environment for our business.
Funds are being invested in soda ash expansion
We consider all these factors and look for and various CAPEX projects throughout the
opportunities while making investment business.
decisions.
Netural Capital
Manufactured Capital
Natural capital inputs such as
Resource
raw materials, water, land, and Investments are focused on
energy are critical to our ability to expansion and upgrading existing
Allocation
operate efficiently. equipment and infrastructure.
Intellectual Capital
Human Capital
While making investment decisions,
We invest in hiring the right people for the right we duly assess the returns of our
job as well as in the development of our workforce. investments in this capital against the
extent to which these might aid in the
While making investment decisions, we assess
growth of our business.
whether we have the necessary skills and
specialization to deliver our objectives.
28
Re so u rc e Al l o c at i o n | Le ad i n g Bu si n e ss C o r p o rate Over view
Leading Business
Governance Structure
The Company has a robust governance in governance, risk management, prevalent geo-political environment and
structure which is governed by a ten - sustainability, and compliance (GRC) stringent regulatory and environmental
member team comprising of competent and for the developing framework for requirements have consequential
industry members (bureaucrats, judiciary, risk management and stakeholders’ impacts across the value chain of a
tax and finance) experts having wide value creation on sustainable basis, the business. These impacts are likely to
range of expertise and accreditation. The Board in their meeting held on July 29, continue and intensify over time and for
members were elected based on their 2021, had extended the scope of the a business to be sustainable, it needs to
expertise and ability to challenge and Committee, and renamed it to “Risk adapt to the environment by managing
bring value. Our Board of Directors and & Sustainability Committee”. The Risk risks and opportunities in a systematic
management team is highly motivated in Management Committee consists of five manner. The Board of the Company is
maintaining high governance standards Executive and Non-Executive directors responsible for risk oversight functions.
while fostering the Company's and comprising of Mr. Arun Kumar Jain, IRS Risk & Sustainability Committee
shareholders’ interests. Owing to our robust as Chairman of the Committee and Mr. provide guidance for implementing
governance mechanisms, sustainability Anurag Dalmia, Mr. R S Jalan, Mr. Raman the risk management policy across the
principles are embedded in our corporate Chopra and Mr. Neelabh Dalmia, as organisation. The operational heads
strategy and execution plans. members of the Committee. The details of each business units are primarily
of Committee and other particulars are responsible for implementing the risk
We believe in achieving value-based also set out in the Corporate Governance management policy of the Company
growth without violating our ethical Report forming part of the Board’s and achieving the stated objective of
standards and understand the value of Report. The policy on Risk Management developing a risk intelligent culture
good governance culture with corporate as approved by the Board is uploaded that helps to improve the Company’s
governance guidelines, code of conduct, on the Company’s website https://ghcl. performance. Snapshot of committees
and financial ethics. They make a co.in/code-of-conduct. at GHCL is given below. For details of
significant contribution to the necessary the committees, please refer to the
competence, expertise, and wealth of Company believes that several factors Corporate Governance Section in this
experience to the Board, allowing it to such as advancements in technology, Report.
make effective decisions and guide
management in fulfilling the Company's
objectives and enhancing the value of Committees at GHCL
stakeholders.
29
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
30
Key M a n a g e m e nt a t G H CL | Key p o l i c i e s an d g ove r n an c e d o c u me nts C o r p o rate Over view
31
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Materiality Analysis
Stakeholder Engagement
GHCL believe in the philosophy of shared knowledge and
gaining from the experience of our stakeholders. Our
stakeholders engagement process is laid on foundation of Am Zmo
^Ðm: H«$Vdmo ¶ÝVw {dœV: means let noble thoughts come to me from all
Employees directions [ Rigveda 1:89:1] . In this background, we kept our all
stakeholders i.e. employees, investors, suppliers, communities
and customers at the centre of our policy making. Every year,
GHCL works towards fostering more structured stakeholder
engagement approaches and methodology.
Investors
Investor Suppliers
32
M ate r i al i t y An al ysi s C o r p o rate Over view
Promoting healthy stakeholder economic, environmental, and social engagements are viewed as both risks
relationship allows us to set better issues that are most important to them and opportunities for the Company.
understanding on how to provide for better decision making. We created We develop strategies to manage the
value to our stakeholders. Stakeholder several communication platforms with risks and seize on the opportunities that
engagements also help us in our stakeholders that empower us to follow. Our Stakeholder Relationship
determining our material issues through understand their expectations. We Committee regularly updates on the
regular interaction with stakeholders. discuss knowledge on our sustainability novel list of topics that are raised by
Stakeholder concerns both explicit priorities, practices and wperformance our valued stakeholders. The Board-
and perceived are conveyed to the which helps us develop relationships level Committee then decides on issues
top leadership team regularly for to achieve our ambitions. While all that can have an impact on GHCL’s
deliberation while the Company's stakeholders are significant to GHCL, value creation and are critical to the
policies and initiatives are shared with the five core stakeholder group’s modes stakeholders.
stakeholders as input. We communicate of involvement are listed below. The
with our stakeholders to understand the concerns identified during stakeholder
GHCL Tea (Think, Experiment and Community meetings and visits Customer satisfaction surveys
Adopt) Participatory rural appraisals including
Direct customer relationship
MILAP (Medium for Interactive Lateral focus group discussions, awareness management satisfaction initiatives
and Actionable Partnership) camps, exposure and training visits for
Regular customers/ Distributor
DISHA meeting beneficiaries notes
Engagement survey Interaction for local bodies
Human resources and Corporate GHCL Foundation, CSR team and Branding and Marketing team
communications Corporate Sustainability & Secretarial
team
33
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Materiality Assessment
We conducted a comprehensive materiality assessment to
identify and prioritize issues affecting our businesses in the
environmental, social, and governance space in 2019. This year
we reviewed our analysis to identify updates.
Materiality analysis helps us in identifying each of our identified material themes the material themes that are crucial to
key concerns and opportunities, allowing and analyse initiatives to manage both stakeholders and the Company
us to streamline our approach towards them constantly. Over these internal based on discussions with internal
sustainability goals. During the turbulent stakeholder consultations, the list of key stakeholders including team who are
times that the world endured for most issues presented in last year's Integrated in constant connect with external
of the year, it has become even more Report was reviewed and revised stakeholders.
critical that we do frequent revision of accordingly. The Company has finalized
Environmental
Performance Management
Energy and GHG
emissions
Water
Waste Human Rights
Human Capital and Decent
Management Labour Practices
Employee engagement Health & Safety
Learning & Development Thematic Human Rights and
Areas Labour practices
Key Material
issues
Sustainable raw
material, Products
and Innovation
Community Investment
Management Sustainable products,
sustainable packaging
Corporate Social Process improvement
Responsibility and innovation
Responsible value chain
34
M a te r i a li ty Asse ssme nt | C ap i t al wi se p e r fo r man c e C o r p o rate Over view
35
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Financial
Capital
36
Fi n an c i al C ap i t al C o r p o rate Over view
3778.36
FY 18-19 3,385 FY 18-19 784
25.6%
EBIDTA
Profit after tax Return on Capital Employed
(H Crores) ( in %)
23%
Return on Invested capital (ROIC)
FY 19-20 406 FY 19-20 18
574.47
Profit After Tax (H Crores)
Shareholding Pattern
3090.25
GHCL's shares are listed and traded on the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE). We are continuously striving to expand
our systems and processes, along with reinforcing our Corporate Governance. We
Net worth (Equity) (H Crores)
conduct all our operations in an open and transparent way.
As of March 31, 2022, the ownership pattern below illustrates the allocation of our
0.25
total shares across various individuals and entities.
Below 1
Debt to equity ratio maintained over the
19.07%
Promoters and Promoters
last 3 years 46.43% Group Holding
767.45
Borrowings (H Crores)
Non-institutional Investors
37
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Manufactured
capital
Manufactured Capital
used in the process
of operating our
business. Our belief in Manufactured Capital consists of We believe in making considerable
hard work for creating company's physical infrastructure such as investments in our manufacturing plants
plant, buildings, machinery, equipment, and equipment to deliver our customers
wealth is endorsed tools, and technology including the best-in-class services. These strategic
by a Sanskrit quote : infrastructure owned by third parties like investments have also empowered us to
warehouses and logistics facilities. minimize our environmental footprint as
CÚmo{JZ‘ nwéf qgh ‘wno{V bú‘r much as possible. We prioritize maintaining
means fortune waits GHCL has been delivering value-added
and modernizing our equipment and
products and catering to the needs
upon the enterprising of customers through its world-class
modify industrial operations to gain
a competitive advantage over our
lion in men and l‘ Ed manufacturing facilities in the Inorganic
competitors. We make sure that all our
chemical, CPD, and Yarn. The company’s
O¶Vo means hardwork state of the art manufacturing has been
manufacturing facilities adhere to our
sustainability policies due to which we
alone triumphs. instrumental in fulfilling the requirements
are in constant transformation in shifting
of the customers which is evident from
towards a responsible steward.
our ever-expanding customer base, both
in the domestic and international market.
Material Issues
Strengthening Customer Touchpoints
Process improvements
Sustainable Raw
Material, Product, and
Innovation
38
M an u fac tu re d c ap i t al C o r p o rate Over view
9 42.90 Lakh MT
(H Crores)
FY 18-19 284
Operating locations across India Major raw material handled
FY 19-20 225
349.86
Capital Expenditure (H Crores)
99 %
Utilization of Soda Ash Division
FY 20-21
FY 21-22
112
349.86
Soda Ash
GHCL’s Soda ash manufacturing facility and spread across the country. grade limestone reserves in Rajasthan to
located at Sutrapada, Gujarat, is one sustain the new soda ash project for next
of India’s leading producers of Soda We embarked on a project to replenish 50 years. We are expected to complete
Ash (Anhydrous Sodium Carbonate) our chemical grade limestone reserves at this project within next 3-4 years. We
and has an annual production capacity captive mines which is diminishing with are encouraging our limestone suppliers
of 1.1 million MTPA. Consequently, our each passing year. Through this project, to adopt latest technology and install
output caters to nearly a fourth of India’s we added 10 million MT of reserves to mechanical sizing and screening system
annual domestic demand today. Our our pool, enabling us to continue mining which results in cost-effective, handles
edge over the competition includes at a rate of 0.5 million MTPA for the next large volumes and minimises the waste.
customer centricity, use of high grade 10 years. We successfully achieved 60-70% of
raw materials and higher capacity our procurements through mechanical
Additionally, we have taken up the task to
utilization. Our Marquee clients for Soda system.
acquire 50 to 100 million MT of chemical
Ash export are – Hindustan Unilever,
HNG, Borosil Renewable Limited, FENA,
P&G, Saint Gobain, Patanjali, Hindustan
Zinc, Piramal, etc.
39
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Manufactured capital
Yarn
GHCL Limited is one of the largest the ability to process both cotton and We have also taken steps to integrate
Yarn manufacturers/ exporters in India blended fabrics. customer feedback into our product
with high embedded and quality yarn design and planning to measure and
manufactured at our integrated setup Maintaining symphony with the improve our customer satisfaction index.
in Madurai, Tamil Nadu. Recognized belief of achieving excellence in our Over the years, we have also included
for our premium product development manufacturing divisions, we have always integrated thinking into our value creation
capabilities, we are placed at the strived to maintain the brand reputation and product development process by
forefront in major markets internationally. among our loyal customers through our taking various initiatives on sustainability
This facility houses world class persistent focus on customer delight and innovation in developing new
machinery from Rieter, Trutzschler, LMW, and rolling out high-quality products to products. Our list of buyers includes
KTTM, Suessen, Uster, Muratec, Saurer meet their expectations. international and domestic clients
Schlafhorst, Savio, SSM sourced with such as Mantafil, Bossifil, Subbifil, Keno,
Codefine, Raymonds, Arvind Ltd, Shahi
Exports, Vardhman, Welspun etc.
40
M an u fac tu re d c ap i t al C o r p o rate Over view
41
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Intellectual
Capital
We believe in the
philosophy that Z {h
kmZoZ gÑe‘ n{dÌ{‘h {dÚVo
means there is
nothing as sublime
and pure as
knowledge.
In GHCL the term
Intellectual capital
refers to the
The term intellectual capital includes one of India’s industrial powerhouse when
intangible resources brands, reputation, patents, copyrights, it comes to new product introduction
that are critical to intellectual property as well as design, and process efficiency. By upgrading our
the value creation R&D, and innovation capabilities. technological infrastructure along with
existing practices, we aim at reducing
process. The development of technological carbon emission and developing a
competence and infrastructure with low carbon economy. As we continue
the support of an innovative culture innovating, we want to build on our
technology innovations, governance, intellectual capital and adopt effective
and human resources, are important techniques, establish precise, tangible,
to reshape our approach towards and timely targets to reduce emissions,
Material Issues technological advancement. Furthermore, optimize specific energy intensity, and
the pandemic has emphasized the need enhance the use of renewable energy.
for digital technology adoption in the new
normal for producing and unlocking value. We have emphasized fostering and
leveraging our assets to create a
We at GHCL, recognize the importance competitive edge in support of our
of staying well-positioned and standing Sustainability Vision 2023, using our
Sustainable Raw tall to sustain our position as a expertise in managed processing and
Material, Product, and technologically advance conglomerate. sustainable systems products. Our
Innovation We believe in putting our best foot distinct intellectual capital separates us
forward in safeguarding our standing as from our contemporaries and is a critical
42
I nte l l e c tu al C ap i t al C o r p o rate Over view
Performance Highlights
1,705
Kaizens implemented
43
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Intellectual Capital
Product Innovation
Application technology The 'True Trace' platform provides a Branding and Marketing
comprehensive Business to Business and
GHCL has developed a digital traceability Business to Consumer-level of assurance We understand that the branding and
platform ‘True Trace’, which works for special cotton (such as Egyptian marketing of our products are paramount
based on QR code technology that has cotton and other similar cotton) and to our long-term success. Branding our
been completely implemented and helps to bring complete transparency product has a substantial impact on how
audited by third-party accreditations. while also instilling trust for long term our customers perceive our products,
business associations. resulting in greater awareness. Over the
years, the firm has built up a reputation for
producing high-quality, affordable, and
reliable products. Our straightforward,
honest, and ethical values serve the
purpose of our branding and marketing
communications portfolio at GHCL. We
want to build a trustworthy relationship
with our consumers, safeguard our brand
value, and learn from the best practices
that are being used across industries.
44
I nte l l e c tu al C ap i t al C o r p o rate Over view
Background:
Certification Dashboard
45
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Human
Capital
Sustainability Vision
1 2
Material Issues
Zero Harm Stakeholder Centric
46
H u man C ap i t al C o r p o rate Over view
The Human Capital is the form of combined GHCL Score Vs Average of Top Company examines the employee’s
know-how, skill, effort, and experience 100 Companies in Trust Index existing skill level, enthusiasm, and
of the workforce of an organization. The Survey personality and takes appropriate steps to
continuous success of any organization improve them.
depends on how well an organization
84
manages and motivates its people, as
well as how it grooms talent and the FY 18-19 87
Performance Highlights
leadership team.
80
GHCL has been participating in the Trust
7,848
FY 19-20 84
Index Employee Survey which is a rigorous
assessment process conducted by the
87
Great Place to Work Institute. This survey
is based on the consistency of experience FY 20-21 86 Training person-hours
across all demographics and on the
Culture Audit People Practices Framework. Average of top 100
1.09
Companies Score
Over the last three years, GHCL has
GHCL Score
shown remarkable results in the Great
Place to Work - Trust Index Survey. We
LTIFR
stayed dedicated to our goal of being As a result, we continue to sustain the
ranked consistently in the top 100 GPTW. recognitions that assist the Company
In FY 2018-19, GHCL’s score was 84. During
32.8 %
in becoming more consistent in its
COVID-19 situation, in FY 2019-20, our
approach to conduct our business. It
score dropped down to 80. Since then,
we have taken the necessary steps and inspires us to consider numerous ways
are proud to say that we have improved in which we might develop and work to Female workforce
our performance by scoring 87, which is build our core team while also nurture
three points more than the average score healthy relationships with our internal and
29
of the Top 100 Companies. The company external stakeholders.
excelled in the five aspects that define a
'High-Trust, High-Performance Culture' – At GHCL, employee competencies
Credibility, Respect, Fairness, Pride, and are developed through capability EHS Stewards
Camaraderie. This year’s score was an development programs and succession
outcome of our continuous improvements planning for critical positions, including
6.43 %
in the HR parameters by creating an assessment centers, gap analysis,
engaging work environment for all our customized classroom, project-based
employees. Our score was higher in each
training, and other development
of these five categories. Employee attrition rate
programs. Throughout this training, the
47
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Human Capital
(%)
FY 20-21 4.9
FY 21-22 6.4
Worker attrition
(%)
FY 20-21 20.9
FY 21-22 32.5
New hires
(In Number)
89
23
Male
Female
48
H u man C ap i t al C o r p o rate Over view
49
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Human Capital
Communicate
C everything Identification Development Development
of Potential Assessment Plan for
Employees Centre Successors
Appreciate
A everything
Learning and development where employees are encouraged to
create their own personal learning and
It is becoming extremely important for development requirement based on their
Respect
R everyone
businesses to foster a learning culture
across their business activities to
individual career aspirations. Employees
have the responsibility and ability to
remain relevant in today's competitive choose their own training programs
marketplace. As a practitioner of to improve their skills and knowledge,
continual improvement, the learning and which promotes their engagement with
Engage
E everyone
development of our Company is playing
a vital role and developed several new
the firm.
50
H u man C ap i t al C o r p o rate Over view
GHCL HR team successfully implemented Executives Grievance Redressal Policy Prevention of Sexual
thorough GEMS platform. Harassment Policy (POSH)
Under this policy, the team formed two level of council: The Company has zero tolerance towards
sexual harassment at the workplace and
1. Grievance Redressal Committee (Council 1)
upholds the responsibility to identify
2. Apex Grievance Redressal Committee (Council 2) and prevent sexual harassment. The
Company has adopted policy on
prevention, prohibition, and redressal
Council-1 of sexual harassment at workplace
applicable across the Company in all
Grievance Redressal Committee its workplace in line with the provisions
of the Sexual Harassment of Women at
Committee shall ensure that grievances are dealt effectively in accordance
Workplace (Prevention, Prohibition and
with the grievance Redressal procedures
Redressal) Act. We are committed to
Committee will be reconstituted every two years or maybe extended for respond promptly to reports of sexual
another tenure harassment and will take immediate
steps in case if required, to facilitate legal
The designated Team Member (Location Coordinator) of the Human action to ensure there is no violation of
Resources team, shall be notified and can access the grievance this policy.
51
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Human Capital
situation. At locations, where flexi our overall performance through a formal among our employees, therefore
system could not work well, we have materiality assessment process. embedding the concept of safety across
provided grace period of 10 minutes to our organization.
all employees. Also, all employees are We have been working towards reaching
permitted some relaxation in late arrivals. "Zero Harm” entails to “Zero Accident and We have focussed on creating a safe
Late arrivals beyond 10 minutes and up Zero Incident” to achieve zero reportable environment and fostering a safe
to one hour are permitted on maximum injuries within all our operations, as part working culture among our employees
three occasions in a month. of our Sustainability Vision 2023. We through putting stress on the following
work towards institutionalising a culture focus points:
of safety across our divisions with
Maternity Leave Policy adherence to industrial safety rules and Identifying, understanding,
regulations. To foster the culture of safety controlling, and eliminating the risk
At GHCL, maternity leave is granted for a associate with hazards at workplace
among our employees, we organize
period of 26 weeks. In addition to this, the including man-machine interaction,
safety awareness events such as National
employees are entitled to a maximum of process safety and fire hazards
Safety Day celebrations at our locations.
one month of leave in the case of illness
This empowers our employees and
(of the mother and/or child) arising from Identify structure for skill
workers to have a better understanding
childbirth. Any employee who legally improvement and competency
of safety aspects. We have also launched
adopts a child under the age of three enhancement of employee and
EHS Stewardship program across our
months is eligible to maternity benefits contractual workers
manufacturing locations to promote
for a period of 12 weeks from the
EHS responsibilities and accountabilities Implementation of new measures to
moment the child is passed over to the
across all levels. Identified stewards are reduce manual interventions
adoptive mother.
capacitated to deliver their objectives
with robust performance tracking and Monitoring exposures for better and
Leave Policy incentive systems in place. Periodic timely controls
EHS trainings are organized to promote
Employees are entitled up to 40 days
safety awareness and responsibility
leave in a calendar year to take care
of his/her family commitments, minor
illnesses and to rejuvenate himself/
herself without any demarcation. This
leave policy is applicable to paternity
leave as well.
52
H u man C ap i t al C o r p o rate Over view
53
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Social and
Relationship
Capital
We believe in the
philosophy of Ordofw
H$éUm Mm{n ‘¡Ìr Vofw
{dYr¶Vm‘ means to be
compassionate and
friendly to all living
being.
54
S o c i al an d Re l at i o n sh i p C ap i t al C o r p o rate Over view
10.62 79.37 %
a positive impact on the communities
we engage with. We are conducting
business following safe and healthy
working conditions for our employees, Contribution to CSR (H in Crores) Local Vendors (Located within state of
contractors, and suppliers. We are operations)
constantly striving to make a positive
9 1,08,092
impact on the communities in which
we interact.
CSR Expenditure of women and undertook various social of our initiatives. Our initiatives, weather
(H Crores) development initiatives that embrace the directly or in association with other
most disadvantaged sections of society, organisations, have benefited the
FY 19-20 9.75 especially in rural India. Activities under communities and enhanced the quality
CSR is mandated by our Corporate of life and economic well-being of
FY 20-21 9.8
Social Responsibility Policy, which can the locals. During FY22, we undertook
FY 21-22 10.62 be accessed at https://www.ghcl.co.in/ following initiatives:
wp-content/uploads/2019/03/Policy-on-
CSR.pdf.
Organising Eye-camp at
Beneficiaries of CSR Projects We have a CSR committee at the Board Nedungulam village
(H Crores) level to strengthen and oversee the
GHCL foundation team conducted a
activities falling under the 'Corporate
FY 19-20 1,24,103 free of cost eye screening and cataract
Social Responsibility' umbrella. The
camp for villager in association with
FY 20-21 90,108 Committee is responsible to ensure
Meenatchi Mission Hospital, Madhrai.
effective implementation of initiatives
Group of doctors performed an eye
FY 21-22 1,08,092 and measurement of their impact.
screening, diagnosed cataract patient,
Apart from working directly in areas
referred them patient to a hospital for
mentioned above, we have partnered
Community free surgery, and gave free spectacles
with several NGOs to expand our reach
covering hundreds of patients.
We have implemented various and increase the scale and effectiveness
community development initiatives to
ensure positive and long-term impact
in the vicinity of our operating units.
GHCL established its CSR wing called
‘GHCL Foundation Trust’, to undertake
responsible corporate citizenship
initiative and to support efforts that go
beyond the area of business interest and
carry positive influence on the society
and environment. We have addressed
the issues of health care, sanitation,
education, rural development, upliftment
55
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Donating oxygen generation “Bhoomi Dan” for construction solutions, and generate a supplementary
plant at CHC, Dolasa of government secondary income to improve and sustain their
school livelihood. Agriculture is the primary
GHCL foundation has donated fully source of income in the communities
automatic medical oxygen generation To strengthen our commitment to provide surrounding GHCL's Sutrapada plant. We
plant worth H 54 lakhs to Dosala, dist. quality education to communities, GHCL have supported in the implementation
Gir Somnath, Gujarat. In addition to this, has denoted its purchased land acquired of numerous programs such as animal
we have donated oxygen concentrators, for mining purpose to the construction husbandry, zero-budget farming, and
cylinder, medicine, surgical items to of new Government Secondary School organic farming to help benefit the
district health authority and extended building at Khadsaliya. society at large. To strengthen the Agro-
full support to local government and based livelihood through horticulture,
community in fighting against Covid-19. Furthermore, we have identified few
we distribute various saplings to farmers
comprehensive thematic areas as a
every year. This year we distributed
focus for CSR interventions followed
thousand saplings in nearby coastal
by proactive support to ensure
villages of Gir Somnath and Amreli
that meaningful socio-economic
district of Gujarat.
development reaches and benefits
the community. These include local Since inception of this initiatives, we
employment opportunities, better have provided saplings of Coconut,
educational and infrastructural Mango, Lemon, Pomegranate, Ambla,
amenities, healthcare programs and Gooseberry, Chandan, Bilipatra, White
hygiene awareness. Hence, we focus on Jamboon, etc.
delivering substantial stakeholder value
through innovative and inclusive social
development models that focus on three
key pillars – “Agriculture and Animal
Husbandry, Education, and Healthcare”.
Relief work at Cyclone affected
region of Gujarat
31,000+
i.e., Rajula and Jafrabad block
56
S o c i al an d Re l at i o n sh i p C ap i t al C o r p o rate Over view
66,000+
working with the Anganwadi workers, contributions to our success. We intent to
student’s parents. We educate student’s support our employees in their personal
parents about the value of education and professional growth through periodic
and its benefits in the life of any patients treated training and workshops organized by
individual. We engage students in extra- senior management. We ensure that our
curricular activities like story-telling employees benefit from both on-the-
sessions, tree-plantation drives, art, Employees job practice and off-the-job learning.
and craft competitions for their overall GHCL is engaged in a lot of formal and
development. Science fairs, student We at GHCL strongly believe in engaging non-formal activities for the wellbeing of
competitions, special courses on Maths with our employees regularly and their their employees. Festival festivities and
and English for secondary school well-being in a bid to drive performance birthday celebrations are encouraged
students, etc. are organized to ensure excellence. We strive to maintain for employees to have a healthy and
overall development. mutually respectful and beneficial open culture. GHCL has received several
relationship with our employee thus accolades and acknowledgments for
creating a favourable environment its commitment toward promoting a
4,900+
for business. The intent is to have a secure workplace and continually ranked
positive influence on all facets of well- among the Top 100 in Great Place to
being, particularly physical, mental, and Work survey from the last three years. We
students impacted
emotional well-being with a supportive understand it is important to make sure
workplace environment which provides that our employees have understanding
57
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
and knowledge of our sustainability general meeting, investor presentations, and processes in place to analyse and
agenda and adequate encouragement investor meets and analyst calls, press manage risks across the supply chain.
must be provided to them to drive more conferences, and media releases. As We maintain a fair process of selecting
ownership towards its implementation. a part of good governance strategy, suppliers, contractors, and service
we have established a communication providers without any external or internal
platform for investors. In addition, for interference.
the matters related with grievances, we
have provided our investor grievance We are constantly working towards
redressal platform. We also have our commitment in having sustainable
dedicated resource assigned to support practices and processes across our
Implement initiatives through Multi- our investors. value chain. We encourage our partners,
stakeholder approach that imparts suppliers, and vendors to do the same by
“Inclusive Growth” in and around At GHCL, responsible corporate following GHCL's Code of Conduct. We
GHCL’s areas of operations, over a leadership, continuous improvements recognize that our suppliers and vendors
period of time. in operational performance and play a critical role in allowing us the
sustainable value creation are in line with social license to operate globally. One of
the Sustainable Development Goals. our primary focus areas is the conviction
We strive to drive operational efficiency that continual involvement is the best
and share our profit with our investors. way to develop a long-term, transparent,
We carefully balance risks and returns and trustworthy connection. We are
Ensure an increased commitment to generate an optimum return to the working to reduce the effect of high-risk
at all levels in the organization, shareholders in a sustainable manner. suppliers across our supply chain by 30%
to operate its business in as per our Sustainability Vision 2023. We
used the VendX platform to examine the
an economically, socially & Suppliers
environmentally sustainable Environmental, Social, and Governance
manner, while recognizing the Suppliers and contractors play a critical (ESG) aspects of our suppliers and
interests of all its stakeholders. role at GHCL, and we view them as identify the important suppliers to meet
partners in our growth. We seek to this goal.
build a relationship based on trust
We have dedicated resource to manage
and strong ties to meet our growing
our supply chain operations. Also, we
business demand. We connect with our
conduct periodic supplier satisfaction
vendors regularly, sharing our goals and
surveys to understand our vendor’s
Generate, through its CSR initiatives, challenges. Our supply chains have been
needs, requirements, and expectations.
a community goodwill for GHCL considered as part of our sustainability
In response to the same, we have taken
and help reinforce a positive & agenda at GHCL, and we continue to
some initiatives to improve our supply
socially responsible image of GHCL collaborate with partners who share
chain management are as follows:
as a corporate entity and uphold its our values. We have proper systems
‘Social License to Operate’.
Investors
58
S o c i al an d Re l at i o n sh i p C ap i t al C o r p o rate Over view
Background:
Benefits gained
to the potential buyers
Process optimization
GHCL has digitalized following procurement activities such as
Increases efficiency
Purchase Requisition (PR), Request For Quotation (RFQ), Technical
Bid (TB), Auctions, Decision Approval, Payment Register, Vendor Cost reduction
Sustainability Report, ARC Process, Import Procurement, Vendor
Negotiation Behaviour and Price Trend, Spend Analysis, Procurement
Intelligence Tool, Connect Module – Collaborate, Communicate, and
Track, Delivery Tracking, BOQ and Activities based Price Discovery
(Non-SOR Services), Audit Module, QR code (ASN) for receipt of goods
at Security Gate, Partner Portal (Supplier/Customer), etc
Encouraging improvement in payment term for vendors and introducing Annual Rate Contracts (ARC)
Background:
Helps in facilitating
GHCL has done significant improvement in Payment term ensuring payment on time
that micro and small vendors are paid on time and without incurring
interest charge Supports digitalisation in
payment space
As part of the digital drive, we encourage e-invoicing and accounts
Benefits gained
59
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Background:
Helps to fetch deals higher
GHCL has successfully launched Vendaxo platform to potential buyers
Benefits gained
than the scrap price of
who find value in our excess inventory such as obsolete items and
item listed
unused machinery
Helps to raise qualified
This platform helps to raise qualified lead for the listed item where
lead for the listed item
cataloguing of around 360 obsolete items was done and help fetch
deals higher than the scarp price of an item listed
Background:
MAAS refers to the collaborative production of commodities using a Encourages fair and
networked manufacturing infrastructure quality competition
Benefits gained
among providers
GHCL has been working on creation of service vendor (consolidator)
with a diverse set of manufacturing processes and skills. It should have Increases in service level,
a network of world-class plants (either its own or in conjunction with availability, cost-effective
others) that can provide us with services such as design engineering, value addition
fabrication, machining, welding, casting, forging, etc through a single
point of contact
who fulfil all our requirements of digitization, single source, and single
Reduces transactions,
point of contact for all statutory compliance and maximize value to
time, and related efforts
both vendor and GHCL
Uniform payment terms
It helped us in entering a fixed contract with long term visibility,
and incoterms
flexibility in alternate supply through consolidators pan India reach,
volume discounts, lead time improvement, standardization of products, Reduction in inventory,
formula based long term strategic contract and VMI sustainable supply chain
60
S o c i al an d Re l at i o n sh i p C ap i t al C o r p o rate Over view
Background:
Creation of a sustainability survey platform in our e-procurement Identifies the risk zone of
technology, Vendx, to assess the high-risk supplier’s current supplier group
Benefits gained
understanding of the sustainability parameters stated in the vendor
supplier questionnaire and monitor our carbon footprint in the Carry out plan to move
procurement and supply Chain function from a high-risk to a
medium/low-risk or no-risk
We identify the degree of risk associated with each vendor as per situation
sustainability criteria and prepare a development plan for vendors who
have been classified as high or medium risk based on their results
Background:
process
Knock out auctions
Brings more transparency
Also, it depends upon various parameters of commercial negotiations to procurement function
This whole auction activity is well documented while conducting a Develops confidence in
transparent online negotiation process our internal customers
about the availability of
GHCL has been working on the following strategies to improve our
the required material at a
lead time such as:
defined lead time
Increased focus on timely processing of PRs and timely delivery of
Purchase Order (PO) materials
Continuous deliberation with strategic vendors for rationalisation
of high lead time (LT) items
Ready stock items to be covered under catalogue modules
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GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Benefits gained
coverage
At the GHCL site, a total of 580 items are covered under VMI, with more
than 300 of them expected to be covered by the end of the current Improves delivery
fiscal year compliance
We only pay for these Vendor Managed Inventories (VMI) products Guaranteed optimal stock
when we use them, therefore there is no inventory carrying cost availability at all times
Customers value to our customers and consumers enhancement. We continually make use
in a responsible way by considering their of multiple channels to communicate
We are a customer centric organization overall well-being and informing them with our existing and potential
that values collaboration with all our on using our products and services customers. To effectively address our
customers. One of our strategic priority safely and responsibly. GHCL, therefore, costumers concerns and grievance,
is continuously improve our customer’s prioritise upon delivering superior we have established a comprehensive
value proposition. We continually products and services to costumer consumer feedback mechanism. In
strive to improve customer satisfaction in a timely and responsible manner. response to the same, we have taken
while addressing our environmental Customer satisfaction drives continual initiative to improve our customer base
and social obligations to build a more business growth in terms of innovation, as presented below:
sustainable business. We aim to deliver efficiency, effectiveness, and quality
GHCL is working to develop a self-service system for requisition and Reduce PR-PO time
Benefits gained
ordered goods and services using a catalogue module to reduce without compromising
manual effort and PR-PO time without compromising process process compliance
compliance
Provides user-friendly
Once approved, the requisition is automatically converted into PO and medium to customers/
then transmitted to the supplier through the portal buyers
62
S o c i al an d Re l at i o n sh i p C ap i t al C o r p o rate Over view
Buying process
Value proportion
149
Total Customer Interviewed
Buying Process Value Proposition Overall Service Quality Net promoter’s Score
63
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Natural
Capital
Natural capital constitutes renewable and are no exception to the fact that impact of
non-renewable natural resources like land, climate change is evident, and it is a global
water, air, fossil fuels and solar energy. We phenomenon. For us, natural capital is
one of the most critical capitals required
for the process of value creation.
Sustainability Vision
1 2 3 4
Material Issues Green building Zero environmental 25% reduction 20% reduction in
certification for incidence in fresh water GHG emissions
Noida Office consumption
64
N atu ral C ap i t al C o r p o rate Over view
We are deeply committed in protecting In line with our Sustainability vision 2023, it comes to integrating sustainability
the environment in which we operate, Our targets to reduce consumption of into our Company operations, we
for the benefit of the present and freshwater, energy consumption, resource make informed decisions and helped
future generations. Our endeavour is to utilisation and waste generation is an us to excel in value creation for all our
maintain a balance between economic epitome of our care for the environment. To stakeholders in a responsible, productive,
development and protection of natural enhance our environmental performance and cost-effective manner. We are
resources. As responsible corporate and mitigate our ecological footprint, we dedicated in addressing climate risks and
citizens, we are committed to the have not restricted ourselves within our continued to improve our measures to
compliance with the applicable laws and organizational boundary, but significant transition into a low carbon organization.
regulations pertaining to environmental measures have been taken to implement Our environmental monitoring and
protection. We endeavour to create the clean energy and convert waste to energy. management strategies and processes
best use of our assets while mitigating We continuously innovate products and are reviewed and upgraded on a frequent
operational impacts and lowering our processes in line with our environmental basis. For FY 2021-22, the status of our
environmental footprint. We have also commitments. We constantly endeavour natural resource consumption and
outlined our dedicated targets under our to utilize our resources effectively in management is given below.
Sustainability Vision 2023 (with FY19 as our overall business while managing
base year) as part of being a responsible operational impacts and minimizing our
steward and climate warrior. footprint on the environment. When
Performance Highlights
65
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Natural Capital
Energy efficiency and carbon our energy consumption needs while CPD Energy Intensity
footprint reduction lowering carbon emission.
(GJ/MT)
Over the years, we have placed a strong We understand most of our business
FY 18-19 0.097
emphasis on incorporating energy operations are energy intensive and utilizes
efficiency and carbon footprint reduction significant amount of natural resource, FY 19-20 0.044
measures to conserve our natural capital. and hence, increases our carbon footprint.
Being a resource-intensive industry with Therefore, we have put our best efforts to FY 20-21 0.089
diverse set of products, we understand monitor and manage emissions so that we
the importance of minimizing the can reduce our carbon footprint. Holding FY 21-22 0.135
carbon footprint across all our business the increase in global temperatures to
activities to reduce the impact that the 1.5 degrees above pre-industrial levels
manufacturing of our products has on our as adopted in the Paris Agreement is no
environment. longer a choice but a necessity. With a Soda Ash GHG Intensity
strong global commitment to limit GHG in
Under our Sustainability Vision 2023, we (tCO2/MT)
compliance with the Paris Agreement, we
have taken a target to reduce our specific understand the urgency and challenge of FY 18-19 1.05
energy consumption by 10%. We are addressing the menace of climate change
focussed on adopting various practices and have put in place an internal carbon FY 19-20 1.09
and procedures to reduce energy price for relevant business operations.
consumption, enhance energy efficiency This pricing technique will help us drive FY 20-21 1.11
and recover waste heat for use in our decarbonization and provide financial
processes. We also deployed state-of- incentives to transition to low-carbon FY 21-22 1.07
the-art technologies and installed energy alternatives.
efficient lighting systems across all our
plants and facilities to cut down our CO2
emissions. Going forward, to instil energy Soda Ash Energy Intensity Yarn GHG Intensity
saving practices among our employees
we regularly conduct awareness sessions (GJ/MT) (tCO2/MT)
across all our business units. We are
FY 18-19 10.84 FY 18-19 2.53
consistently growing our renewable
energy power portfolio through a mix FY 19-20 11.34 FY 19-20 2.36
of wind and solar power to support
FY 20-21 11.35 FY 20-21 1.68
66
N atu ral C ap i t al C o r p o rate Over view
Resource Management might affect our businesses in the long Utilise fly ash waste generated by
run. We have undertaken various initiatives boilers to manufacture bricks and
With a view to optimise resource related to 3R practices in manufacturing paver blocks.
management, we monitor material as well as packaging across our value
consumption, reduce wastage, and chain. Majority of cotton waste to produce
increase the use of recycled material. OE (Open End) yarn in which is
We ensure a steady supply of key raw The various initiatives that we have further reutilised to produce rugged
materials through local sourcing, captive implemented include following: fabric like denims and other lower
production, and imports. We identify end category fabrics by supplying
Replaced use of metallurgical coke to the garment manufacturer.
key issues that shape the current market
with briquette.
scenario and the potential challenges that
We constantly work towards procuring
sustainable raw materials and producing
sustainable products to address the
key material issues of sustainable raw
material that have direct impact on our
environmental footprint.
32,684
62,690 Cotton &
Anthracite Man-made
fibre
97,848
Briquette
21,40,815 19,56,400
Limestone Salt
67
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Natural Capital
Water Conservation to conserve water and reduce water use Yarn Water Intensity
across all our business operations. A well-
(KL/MT)
Water is a fundamental human need structured water management system is in
and essential for maintaining ecological place to ensure that sufficient freshwater FY 18-19 8.30
balance. It is one of the most important is consumed and conserved, and that our
natural resources for our industry because operations and manufacturing processes FY 19-20 11.59
we rely on it so significantly. The statement are as efficient and productive. We
Ob‘od OrdZ‘ - Ob hr OrdZ h¡ indicates aspire to be the industry leader in water FY 20-21 8.59
the importance of water in life and we at conservation and stewardship. We have
GHCL are very conscious on preserving set a goal of reducing our freshwater FY 21-22 6.93
and maintaining our natural resources consumption by 20% as part of our aim to
and using them in a very efficient manner achieve our Sustainability Vision 2023.
We recognise access to clean water as a CPD Water Intensity
basic human right and have taken strict (KL/MT)
measures to conserve water and ensure Soda Ash Water Intensity
the availability of clean or treated water (KL/MT) FY 18-19 0.10
for our businesses. We have also ensured
the provision of safe drinking water for FY 18-19 3.42 FY 19-20 0.20
the communities that thrive around our
operational premises as strong supporters FY 19-20 3.02 FY 20-21 0.16
of the UN Sustainable Development
Goals. We have put in place mechanisms FY 20-21 2.97 FY 21-22 1.35
to identify the hazards connected with
FY 21-22 2.14
water scarcity, and we have been striving
GHCL has implemented several water-
saving techniques across its operations
resulting into significant reduction in raw
water consumption.
68
N atu ral C ap i t al C o r p o rate Over view
69
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Ernst & Young Associates LLP Tel: +91 124 464 4000
Golf View Corporate Tower - B Fax: +91 124 464 4050
Sector – 42, Sector Road, ey.com
Gurugram - 122002
Haryana, India
Scope
We have been engaged by GHCL Limited to perform a ‘limited assurance engagement,’ as defined by
International Standards on Assurance Engagements, hereafter referred to as the engagement, to
report on GHCL Integrated Annual Report, which contains the data/information from the facilities
units as per International Integrated Reporting Council (IIRC) Framework (the “Subject Matter”) for
the period from 1st April 2021 to 31st March 2022.
Other than as described in the preceding paragraph, which sets out the scope of our engagement,
we did not perform assurance procedures on the remaining information included in the Report, and
accordingly, we do not express a conclusion on this information.
In preparing the Integrated Annual Report, GHCL applied the <IR> framework suggested by
International Integrated Reporting Council (IIRC), were specifically designed for Integrated Annual
Report; as a result, the subject matter information may not be suitable for another purpose.
GHCL’s responsibilities
GHCL management is responsible for selecting the Criteria, and for presenting the Integrated Annual
Report in accordance with that Criteria, in all material respects. This responsibility includes
establishing and maintaining internal controls, maintaining adequate records, and making estimates
relevant to the preparation of the subject matter. It is free from material misstatement, whether due
to fraud or error.
EY’s responsibilities
Our responsibility is to express a conclusion on the presentation of the Subject Matter based on the
evidence we have obtained.
We conducted our engagement in accordance with the International Standard for Assurance
Engagements Other Than Audits or Reviews of Historical Financial Information (‘ISAE 3000’), and the
terms of reference for this engagement as agreed with GHCL on 7th February 2022. Those standards
require that we plan and perform our engagement to obtain limited assurance about whether, in all
material respects, the Subject Matter is presented in accordance with the Criteria, and to issue a
report. The nature, timing, and extent of the procedures selected depend on our judgment, including
an assessment of the risk of material misstatement, whether due to fraud or error.
Page 1 of 3
70
I n d e p e n d e nt Assu ran c e S t ate me nt C o r p o rate Over view
We believe that the evidence obtained is sufficient and appropriate to provide a basis for our limited
assurance conclusions.
We have maintained our independence and confirm that we have met the requirements of the Code
of Ethics for Professional Accountants issued by the International Ethics Standards Board for
Accountants and have the required competencies and experience to conduct this assurance
engagement.
EY also applies International Standard on Quality Control 1, Quality Control for Firms that Perform
Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements,
and accordingly maintains a comprehensive system of quality control including documented policies
and procedures regarding compliance with ethical requirements, professional standards, and
applicable legal and regulatory requirements.
Procedures performed in a limited assurance engagement vary in nature and timing from and are
less in extent than for a reasonable assurance engagement. Consequently, the level of assurance
obtained in a limited assurance engagement is substantially lower than the assurance that would
have been obtained had a reasonable assurance engagement been performed. Our procedures were
designed to obtain a limited level of assurance on which to base our conclusion and do not provide
all the evidence that would be required to provide a reasonable level of assurance.
Although we considered the effectiveness of management’s internal controls when determining the
nature and extent of our procedures, our assurance engagement was not designed to provide
assurance on internal controls. Our procedures did not include testing controls or performing
procedures relating to checking aggregation or calculation of data within IT systems.
A limited assurance engagement consists of making enquiries, primarily of persons responsible for
preparing the Integrated Annual Report and related information and applying analytical and other
appropriate procedures.
• Conducted interviews with select personnel at manufacturing units and corporate teams to
understand the process for collecting, collating and reporting the subject matter as per
International Integrated Reporting Council (IIRC) Framework
• Checked that the calculation criteria have been correctly applied in accordance with the
methodologies outlined in the Criteria
• Undertook analytical review procedures to support the reasonableness of the data
• Identified and testing assumptions supporting calculations
• Tested, on a sample basis, underlying source information to check the accuracy of the data which
includes:
• Remote data review, on a selective test basis, carried out for the following units/locations
through consultations with the Site Team
Page 2 of 3
71
GHCL Limited I nte g rate d An n u al Re p o r t 2021-22
Emphasis of matter
• Data and information outside the defined reporting period (1st April 2021 to 31st March 2022)
• Data and information on economic and financial performance of the Company
• Data, statements and claims already available in the public domain through Annual Reports,
Corporate Social Responsibility Reports, previous Integrated Annual Reports, or other sources
available in the public domain
• The Company's statements that describe the expression of opinion, belief, inference, aspiration,
expectation, aim or future intention provided by the Company
• The Company’s compliance with regulations, acts, guidelines with respect to various regulatory
agencies and other legal matters.
Conclusion
Based on our procedures and the evidence obtained, we are not aware of any material modifications
that should be made to the integrated annual report for the period from 1st April 2021 to 31st March
2022, in order for it to be in accordance with the Criteria.
Chaitanya Kalia
For and on behalf of Ernst & Young Associates LLP.
29th April 2022
Mumbai, India
Page 3 of 3
72
Notice S tatu to r y Repor t s
Notice
GHCL Limited
(CIN: L24100GJ1983PLC006513)
Registered Office: GHCL House, Opp. Punjabi Hall,
Navrangpura, Ahmedabad – 380009 (Gujarat)
Email: [email protected], [email protected]
Website: www.ghcl.co.in
Phone: 079- 26434100, Fax: 079-26423623
NOTICE is hereby given that 39th Annual General Meeting of the Item no. 3: Re-appointment of Mr. Anurag Dalmia as a
members of GHCL Limited (CIN: L24100GJ1983PLC006513) will be Director of the Company, liable to retire by rotation
held on Thursday, June 30, 2022 ( Jwédma, Amfm‹T> ewŠb nj - à{VnXm,{dH«$_
g§dV 2079 ) at 10.00 a.m. through Video Conferencing (VC) or Other To consider and if thought fit, to pass the following resolution as
Audio Visual Means (OAVM), as per the framework issued by the an Ordinary Resolution:
Ministry of Corporate Affairs (MCA) vide General Circular No. 14
“RESOLVED THAT Mr. Anurag Dalmia (DIN 00120710) who retires
of 2020 dated April 08, 2020, Circular No. 17 of 2020 dated April
by rotation and being eligible offers himself for re-appointment,
13, 2020, Circular No. 20 of 2020 dated May 05, 2020, Circular
be and is hereby re-appointed as Director of the Company liable
no. 02/2021 dated January 13, 2021, Circular No. 21/2021 dated
to retire by rotation.”
December 14, 2021 and SEBI Circular dated 12th May, 2020, January
15, 2021 (collectively referred to as “Circulars”) to transact the Item no. 4: Re-appointment of Mr. Raman Chopra as a
following businesses: Director of the Company, liable to retire by rotation
73
GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Notice
“RESOLVED FURTHER that the Nomination & Remuneration issued by the Government of India, all applicable regulations,
Committee and the Board of Directors of the Company, be and circulars, notifications issued by the SEBI, stock exchanges on
is hereby severally authorized to do all such acts, deeds, matters which the equity shares of the Company are listed, and also by
and things as it may deem necessary, proper and expedient to any other statutory/regulatory authorities and subject to all such
give effect to this resolution.” other approvals, permissions, consents and/or sanctions of any
authorities, as may be necessary, consent of the members of the
Item no. 6: Re - Appointment of Mrs. Vijaylaxmi Joshi (Retd. Company be and is hereby accorded to the Board Of Directors
IAS) as an Independent Director of the Company (including the Committee) for making offer(s) or invitation(s) to
subscribe Rated, Taxable, Secured, Listed, Redeemable Non-
To consider and if thought fit, to pass the following resolution as
Convertible Debentures (“NCDs”), upto an amount not exceeding
a Special Resolution:
Rs. 100 Crores having face value of Rs. 10,00,000/- (Rupees Ten
“RESOLVED THAT pursuant to the provisions of Section 149, 150 Lacs) each (“NCDs”), at par, on private placement basis, to the
& 152, and any other applicable provisions of the Companies specified person as may be decided by the Board of Directors
Act, 2013 (“Act”) read with the Companies (Appointment (including the Committee) of the Company, from time to time, in
and Qualification of Directors) Rules, 2014 (including any one or more tranches, on such terms and conditions as the Board
statutory modification or re-enactment thereof for the time of Directors / Committee of the Company may, from time to
being in force) and Schedule IV to the Act and SEBI (Listing time, determine and consider proper and most beneficial to the
Obligations and Disclosure Requirements) Regulations, 2015, Company including as to when the said debentures be issued,
and based on the recommendation of the Nomination and the consideration for the issue, utilization of the issue proceeds
Remuneration Committee and the Board of Directors, Mrs. and all matters connected with or incidental thereto.”
Vijaylaxmi Joshi (holding DIN: 00032055), who was appointed
“RESOLVED FURTHER THAT for the purpose of giving effect to
as an Independent Director of the Company at the 34th Annual
the above, the Banking & Operations Committee of the Board of
General Meeting of the Company and who holds office upto
Directors (Committee) be and is hereby authorized, in its entire
April 19, 2022 and is eligible for re-appointment and meets the
discretion, to do all such acts, matters, deeds and things and to take
criteria for independence, be and is hereby re-appointed as an
all such steps and to do all such things and give all such directions,
Independent Director of the Company, not liable to retire by
as the Committee may consider necessary, expedient or desirable,
rotation, for a second term of five consecutive years with effect
including without limitation, effecting any modification to the
from April 20, 2022 and for a term up to April 19, 2027.”
foregoing (including any modifications to the terms of the issue),
“RESOLVED FURTHER that the Board of Directors of the to allot such number of Redeemable NCD in one or more tranches
Company be and is hereby authorized to do all such acts, to each lender pursuant to this resolution, as may be thought fit or
deeds, matters and things as it may deem necessary, proper decided by the Committee, to prescribe the forms of application,
and expedient to give effect to this resolution.” allotment, to enter into any agreements or other instruments, and
to take such actions or give such directions as may be necessary
Item No. 7: Approval for Private placement of Redeemable or desirable and to file applications and obtain any approvals,
Non-Convertible Debenture permissions, sanctions which may be necessary or desirable and
to settle any questions or difficulties that may arise and appoint
To consider and if thought fit, to pass the following resolution as consultants, valuers, legal advisors, advisors and such other
a Special Resolution: agencies as may be required for the issue of the Redeemable
NCDs, in line with the approval of the members to be accorded by
“RESOLVED THAT pursuant to the provisions of Sections 23,
the members.”
42, 71 and all other applicable provisions of the Companies Act,
2013 and the Rules framed thereunder including any statutory “RESOLVED FURTHER THAT the Committee be and is hereby
modification or re-enactment thereof for the time being in authorized to delegate all or any of the powers herein conferred
force, (“the Act”), the Memorandum of Association and Articles by the above resolution to any Director / KMP and / or any other
of Association of the Company, Securities and Exchange Board employees of the Company to give effect to the aforesaid
of India (Listing Obligations and Disclosure Requirements) resolution.”
Regulations, 2015 as amended (“Listing Regulations”), Securities
“RESOLVED FURTHER THAT the Board of Directors of the
and Exchange Board of India (Issue and Listing of Non-Convertible
Company be and is hereby authorized to do all such acts,
Securities) Regulations, 2021, various rules, regulations, press
deeds, matters and things as it may deem necessary, proper
notes, notifications, any other guidelines and clarifications
and expedient to give effect to this resolution.”
74
Notice S tatu to r y Repor t s
Item No. 8: Alteration of Articles of Association of the “RESOLVED FURTHER THAT the Board of Directors of the
Company for adoption of new set of Articles of Association Company be and is hereby authorised to do all acts, deeds,
in alignment with the Companies Act, 2013 matters and things as they may in their absolute discretion
deem necessary, proper or desirable and to settle any question,
To consider and if thought fit, to pass the following resolution as difficulty or doubt that may arise in this regard and to sign and
a Special Resolution: execute all necessary documents, applications, returns and
writings as may be necessary, proper, desirable or expedient,
“RESOLVED THAT pursuant to the provisions of Section 5 &
in the best interest of the Company, to accede to such
14 and all other applicable provisions of the Companies Act,
modifications and alterations to the aforesaid resolution as may
2013 and the rules made thereunder (including any statutory
be suggested by the Registrar of Companies or such other
modification(s), amendments thereto or re-enactment thereof,
Authority arising from or incidental to the said amendment.”
the circulars, notifications, regulations, rules, guidelines, if
any, for the time being in force), and subject to necessary Registered Office: By Order of the Board
approval(s), if any, from the competent authorities, the consent GHCL HOUSE For GHCL LIMITED
of the Members of the Company be and is hereby accorded Opp. Punjabi Hall
to the alteration of the existing Articles of Association of the Navrangpura, Ahmedabad - 380009 Bhuwneshwar Mishra
Company by adoption of a new set of Articles of Association in Dated: April 30, 2022 Sr. GM-Sustainability
substitution, and to the entire exclusion of the Articles contained & Company Secretary
in the existing Articles of Association of the Company.” Membership No.: FCS 5330
NOTES:
1. In view of the spread of COVID-19 pandemic, the participate the meeting on a first-come-first-served
movement is restricted and considering the urgency basis. However, the large Members (i.e. Members
of the matter, the Board of Directors of the Company is holding 2% or more shareholding), promoters,
convening this Annual General Meeting (AGM) through institutional investors, directors, KMPs, the Chairperson
Video Conferencing (VC) or Other Audio Visual Means of the Audit Committee, Nomination and Remuneration
(OAVM) in terms of the framework prescribed by the Committee and Stakeholders Relationship Committee,
Ministry of Corporate Affairs (MCA) vide General Circular auditors etc. may be allowed to attend the meeting
No. 14 of 2020 dated April 08, 2020, Circular No. 17 of 2020 without restriction on account of first-come-first-
dated April 13, 2020, Circular No. 20 of 2020 dated May 05, served principle.
2020, Circular no. 02/2021 dated January 13, 2021, Circular
No. 21/2021 dated December 14, 2021 and also SEBI Circular c. Notice of 39th AGM and financial statements (including
dated 12th May, 2020, SEBI Circular dated January 15, 2021 Board’s report, Auditor’s report or other documents
(collectively referred to as “Circulars”). The facility of VC or required to be attached therewith) for FY 2021-22, are
OVAM and also casting votes by a member using remote being sent only through email to all members as on
e-voting as well as venue voting system on the date of the May 6, 2022 (i.e. based on Benepos report after the
AGM will be provided by CDSL. The framework prescribed Board Meeting in which notice is approved) on their
by MCA in said circulars would be available to the members registered email id with the company and no physical
for effective participation in following manner: copy of the same would be dispatched. However,
physical copy of the Integrated Annual Report will
a. The Company is convening 39th Annual General be sent on demand. 39th Integrated Annual Report
Meeting (AGM) through VC / OAVM and no physical containing Notice, financial statements and other
presence of members, directors, auditors and other documents are available on the website of BSE Limited
eligible persons shall be required for this annual (www.bseindia.com) and National Stock Exchange
general meeting. of India Limited (www.nseindia.com) where the
Company’s shares are listed and is also available on the
b. VC / OAVM facility provided by the Company, is
website of the Company (www.ghcl.co.in).
having a capacity to allow at least 1000 members to
75
GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Notice
d. Company is providing two way teleconferencing Account statement, PAN (self-attested scanned copy
facility or WebEx for the ease of participation of the of PAN card), AADHAR (self-attested scanned copy of
members. Aadhar Card) to Company ([email protected]) / RTA
([email protected]).
e. Recorded transcript of the meeting shall be uploaded
on the website of the Company and the same shall 3. The relevant Explanatory Statement pursuant to Section
also be maintained in safe custody of the Company. 102 of the Companies Act, 2013, in respect of Special
Business in the notice is annexed hereto.
f. Pursuant to the Circular No. 14/2021 dated April 08, 2020,
issued by the Ministry of Corporate Affairs, the facility to 4. The dividend as recommended by the Board of Directors
appoint proxy to attend and cast vote for the members is will be paid to the members on or before 30th day from the
not available for this AGM. However, the Body Corporates date of declaration:
are entitled to appoint authorised representatives to
attend the AGM through VC/OAVM and participate • For equity shares held in physical form - those Members
thereat and cast their votes through e-voting. whose names will appear in the Register of Members on
the record date i.e. Thursday, June 23, 2022.
g. Participants i.e. members, directors, auditors and other
eligible persons to whom this notice is being circulated • For equity shares held in dematerialized form - those
are allowed to submit their queries / questions etc. before beneficiaries, whose names are furnished by the National
the general meeting in advance on the e-mail address of Securities Depository Limited (NSDL) and Central
the company at [email protected]. Further, queries Depository Services (India) Limited (CDSL) as beneficial
/ questions may also be posed concurrently during the owner on the record date . Thursday, June 23, 2022.
general meeting at given email id.
5. The relevant details of directors seeking re-appointment
h. Members, directors, auditors and other eligible persons to under Items No. 3 & 4, as required under Regulation 36(3)
whom this notice is being circulated can attend this annual of the Listing Regulations read with applicable provisions
general meeting through video conferencing at least 15 of the Companies Act, 2013 and relevant Secretarial
minutes before the schedule time and shall be closed after Standards are given herein below.
expiry of 15 minutes from the scheduled time.
a. Mr. Anurag Dalmia (DOB - May 11, 1956) is a Non-executive
i. The attendance of the Members attending the AGM Vice Chairman and Director of the Company. Mr. Anurag
through VC/OAVM will be counted for the purpose Dalmia is an eminent Industrialist and is also representing
of reckoning the quorum under Section 103 of the PHD Chambers of Commerce and Industry. In the past,
Companies Act, 2013. Mr. Anurag Dalmia had also represented Confederation
of Indian Textile Industry. He holds 110000 equity shares
2. Process for those Members whose email Ids addresses of the Company in his individual account and 572774
are not registered with the depositories for obtaining login equity shares of the Company in his HUF account.
credentials for e-voting for the resolutions proposed in this He is the Chairman of Corporate Social Responsibility
notice: (CSR) Committee of the Company and member of Risk
& Sustainability Committee. He is neither a member of
a) For Physical Members - please provide necessary more than 10 Committee nor a Chairman of more than
details like Folio No., Name of shareholder, scanned 5 Committees. The details of number of Meetings of the
copy of the share certificate (front and back), PAN Board attended during the year and other Directorships,
(self-attested scanned copy of PAN card), AADHAR Membership/ Chairmanship of Committees of other
(self-attested scanned copy of Aadhar Card) by Boards are available in Corporate Governance report
email to Company ([email protected]) / RTA (rnt. of company annexed to Annual Report. Except Mr.
[email protected]). Sanjay Dalmia and Mr. Neelabh Dalmia, he is not related
to any other director or key managerial personal of the
b) For Demat Members - please provide Demat account
Company. The details of skill matrix of directors are
details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID
prescribed in the Corporate Governance Report.
+ CLID), Name, client master or copy of Consolidated
76
Notice S tatu to r y Repor t s
b. Mr. Raman Chopra (DOB – November 25, 1965) is CFO Disclosure Requirements), 2015 (“Listing Regulations”)
& Executive Director (Finance) of the Company. He is a and any other applicable provisions, the Company is
graduate in Commerce and Fellow member of Institute pleased to provide members the facility to exercise
of Chartered Accountants of India. Mr. Chopra is having their right to vote at the 39th Annual General Meeting
around 33 years of experience in the area of corporate (AGM) by electronic means and the business may be
finance, restructuring, strategy, project implementation transacted through Remote e-Voting Services provided
and general management. He is a member of by Central Depository Services (India) Limited (CDSL).
Stakeholders Relationship Committee, Banking &
Operations Committee, Corporate Social Responsibility (b) A member may exercise his vote at any general meeting
(CSR) Committee and Risk & Sustainability Committee by electronic means and Company may pass any
of the Company. Mr. Chopra is neither a member of resolution by electronic voting system in accordance
more than 10 Committee nor a Chairman of more than 5 with the Rule 20 of the Companies (Management and
Committees. He is not related to any other Director/KMP Administration) Rules, 2014 and Regulation 44 of the
of the Company. He holds 150000 equity shares of the Listing Regulation read with the MCA circulars.
Company in his individual account and also holds stock
(c) During the remote e-voting period, members of the
options as per policy of the company. Also, his wife is
Company, holding shares either in physical form or
holding 18,000 equity shares and his son is holding
dematerialized form, as on the cut-off date i.e. Thursday,
7000 equity shares of the Company. Mr. Raman Chopra
June 23, 2022 may cast their vote electronically. The
is neither related to any director or key managerial
voting rights of Members shall be in proportion to their
personal of the company.
shares in the paid up equity share capital of the Company
6. Members are requested to notify immediately any change as on the cut-off date. As per Explanation (ii) of Rule 20
of address to their Depositories Participants (DPs) in respect of the Companies (Management and Administration)
of their electronic share accounts and to the Registrar and Rules, 2014, cut-off date means a date not earlier than 7
Share Transfer Agent of the Company in respect of their days before the date of general meeting.
physical share folios, if any.
(d) The remote e-voting period commences at 9:00 a.m.
7. Members holding shares in electronic form may please (IST) on Saturday, June 25, 2022 and ends at 5:00
note that their bank details as furnished by the respective p.m. (IST) on Wednesday, June 29, 2022. The e-voting
Depositories to the Company will be printed on their module shall be disabled by CDSL for voting thereafter.
dividend warrants as per the applicable regulations of
(e) Once the vote on a resolution is cast by the shareholder,
the Depositories and the Company will not entertain any
the shareholder shall not be allowed to change it
direct request from such members for deletion or / change
subsequently.
in such bank details. Further instruction, if any, already
given by them in respect of shares held in physical form (f) The facility for voting, through electronic voting system,
will not be automatically applicable to the dividend paid shall also be made available during the meeting and
on shares in electronic form. Members may, therefore, give members attending the meeting who have not already
instructions regarding bank accounts in which they wish to cast their vote by remote e-voting shall be able to
receive dividend, directly to their Depositories Participants. exercise their right at the meeting. The members who
have cast their vote by remote e-voting prior to the
8. Members are requested to send their queries, if any, at
meeting may also attend the meeting but shall not be
least seven (7) days in advance of the meeting so that the
entitled to cast their vote again.
information can be made available at the meeting.
(g) Instructions for members for remote e-voting are as
9. Voting through electronic means:
under:
(a) In compliance with provisions of Section 108 of
(i) Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/
the Companies Act, 2013 read with Rule 20 of the
CIR/P/2020/242 dated December 9, 2020 on
Companies (Management and Administration) Rules,
e-Voting facility provided by Listed Companies,
2014, Regulation 44 of the SEBI (Listing Obligations and
Individual Members holding securities in demat
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Notice
mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting
facility.
In order to increase the efficiency of the voting process, all the Demat account holders, by way of a single login credential,
through their Demat accounts/ websites of Depositories/ Depository Participants, able to cast their vote without having
to register again with the e-voting service providers (ESPs), thereby, not only facilitating seamless authentication but also
enhancing ease and convenience of participating in e-voting process.
Pursuant to said SEBI Circular, login method for e-Voting and joining virtual meetings for Individual Members holding
securities in Demat mode is given below:
2) After successful login the Easi / Easiest user will be able to see the e-Voting Menu. On
clicking the E voting menu, the user will be able to see his/her holdings along with
links of the respective e-Voting service provider i.e. CDSL/NSDL/KARVY/LINK INTIME
as per information provided by Issuer / Company. Additionally, we are providing
links to e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ site directly.
3) If the user is not registered for Easi/Easiest, option to register is available at https://
web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a link in www.cdslindia.com home page. or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate
the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting option
where the e-voting is in progress and also able to directly access the system of all
e-Voting Service Providers.
Individual Members 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
holding securities in website of NSDL. Open web browser by typing the following URL: https://eservices.
demat mode with NSDL nsdl.com either on a Personal Computer or on a mobile. Once the home page of
e-Services is launched, click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section. A new screen will open. You will have to enter
your User ID and Password. After successful authentication, you will be able to see
e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will
be able to see e-Voting page. Click on company name or e-Voting service provider
name and you will be re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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Notice S tatu to r y Repor t s
(ii) Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option
available at abovementioned website.
(h) Login method of e-Voting for Members (including HUF) other than individual Members & physical Members.
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting
of any company, then your existing password is to be used.
(vi) If you are a first time user follow the steps given below:
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
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• Members who have not updated their PAN with the Company/Depository Participant
are requested to use the sequence number sent by Company/RTA or contact
Company/RTA.
DOB# Enter the Date of Birth as recorded in your demat account or in the company records
for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in the company
records for the said demat account or folio.
• Please enter the DOB or Dividend Bank Details in order to login. If the details are not
recorded with the depository or company please enter the Client id/Folio number
in the dividend Bank details field.
(vii) After entering these details appropriately, click on (xii) Click on the “RESOLUTIONS FILE LINK” if you wish
“SUBMIT” tab. to view the entire Resolution details.
(viii) Members holding shares in physical form will then (xiii) After selecting the resolution you have decided
reach directly the Company selection screen. to vote on, click on “SUBMIT”. A confirmation box
However, members holding shares in demat form will be displayed. If you wish to confirm your vote,
will now reach ‘Password Creation’ menu wherein click on “OK”, else to change your vote, click on
they are required to mandatorily enter their login “CANCEL” and accordingly modify your vote.
password in the new password field. Kindly note
that this password is to be also used by the (xiv) Once you “CONFIRM” your vote on the resolution,
demat holders for voting for resolutions of any you will not be allowed to modify your vote.
other company on which they are eligible to vote,
(xv) You can also take out print of the voting done by
provided that company opts for e-voting through
you by clicking on “Click here to print” option on
CDSL platform. It is strongly recommended not
the Voting page.
to share your password with any other person
and take utmost care to keep your password (xvi)
If Demat account holder has forgotten the
confidential. changed password then Enter the User ID and
the image verification code and click on Forgot
(ix) For Members holding shares in physical form,
Password & enter the details as prompted by the
the details can be used only for e-voting on the
system.
resolutions contained in this Notice.
Note for Non – Individual Members and Custodians
(x) Click on the EVSN for the relevant <Company
Name> on which you choose to vote. Step 1: Non-Individual Members (i.e. other than
Individuals, HUF, NRI etc.) and Custodian are required
(xi) On the voting page, you will see “RESOLUTION
to log on to www.evotingindia.com and register
DESCRIPTION” and against the same the option
themselves as Corporates.
“YES/NO” for voting. Select the option YES or NO
as desired. The option YES implies that you assent Step 2: A scanned copy of the Registration Form
to the Resolution and option NO implies that you bearing the stamp and sign of the entity should be
dissent to the Resolution. emailed to [email protected].
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Notice S tatu to r y Repor t s
Step 3: After receiving the login details a Compliance iv. Members who have voted through Remote e-Voting
User should be created using the admin login and will be eligible to attend the AGM. However, they will
password. The Compliance User would be able to link not be eligible to vote at the AGM.
the account(s) for which they wish to vote on.
11. Instructions for members for attending the AGM
Step 4: The list of accounts linked in the login should through VC / OAVM are as under:
be mailed to [email protected] and
on approval of the accounts they would be able to cast (i) Member will be provided with a facility to attend the
their vote. AGM through VC/OAVM through the CDSL e-voting
system. Members may access the same at https://
Step 5: A scanned copy of the Board Resolution and www.evotingindia.com under Members / members
Power of Attorney (POA) which they have issued in login by using the remote e-voting credentials. The link
favour of the Custodian, if any, should be uploaded in for VC/OAVM will be available in shareholder/members
PDF format in the system for the scrutinizer to verify login where the EVSN of Company will be displayed.
the same.
(ii) Members are encouraged to join the Meeting through
Step 6: Alternatively, Non Individual Members are Laptops/Personal Computers for better experience.
required to send the relevant Board Resolution/
Authority letter etc. together with attested specimen (iii) Further, Members will be required to allow Camera
signature of the duly authorized signatory who are and use Internet with a good speed to avoid any
authorized to vote, at least 48 hours before the meeting disturbance during the Meeting.
to the Company at [email protected], if voted
(iv) Please note that Participants connecting from Mobile
from individual tab & not uploaded same in the CDSL
Devices or Tablets or through Laptop connecting via
e-voting system for the scrutinizer to verify the same.
Mobile Hotspot may experience Audio/Video loss due
10. The instructions for Members voting on the day of the to Fluctuation in their respective network.
AGM on e-voting system are as under: -
It is therefore recommended to use Stable Wi-Fi or LAN
i. The procedure for e-Voting on the day of the AGM is Connection to mitigate any kind of aforesaid glitches.
same as the instructions mentioned above for Remote
(v) Members who would like to express their views/ask
e-voting.
questions during the Meeting may register themselves
ii. Only those Members/ Members, who will be present as a speaker by sending their request 7 days prior
in the AGM through VC/OAVM facility and have not to Meeting mentioning their name, demat account
casted their vote on the Resolutions through remote number/folio number, email id, mobile number at
e-Voting and are otherwise not barred from doing [email protected] and register themselves as
so, shall be eligible to vote through e-Voting system speaker. Only those who have registered themselves
available in the AGM. as a speaker will be allowed to express their views/ask
questions during the meeting.
iii. If any Votes are cast by the members through the
e-voting available during the AGM and if the same (vi) Company is providing two way teleconferencing
members have not participated in the meeting facility or WebEx for the ease of participation of the
through VC/OAVM facility , then the votes cast by such members. Recorded transcript of the meeting shall
members shall be considered invalid as the facility of be uploaded on the website of the Company and the
e-voting during the meeting is available only to the same shall also be maintained in safe custody of the
members participating in the meeting. Company
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
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12. For Assistance / Queries for e-voting etc.
(b) All grievances connected with the facility for voting by electronic means may be
addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services
(India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N
M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.
[email protected] or call on 022-23058542/43.
(ii) Individual Members holding Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in Demat mode request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
with NSDL
13. Members holding shares in physical form are requested to 16. The Results declared along with the Scrutinizer’s Report
intimate Registrar and Transfer Agents of the Company viz., shall be placed on the Company’s website www.ghcl.co.in
M/s. Link Intime India Private Limited, Unit: GHCL Limited, and on the website of CDSL immediately after the result
Mr. Ganapati Haligouda, C-101, 247 Park, L.B.S Marg, Vikhroli is declared by the Chairman; and results shall also be
(West), Mumbai-400083, changes, if any, in their Bank details, communicated to the Stock Exchanges.
registered address, Email ID, etc. along with their Pin Code.
17. The Register of Directors and Key Managerial Personnel and
Members holding shares in electronic form may update
their shareholding, Register of Contracts or Arrangements
such details with their respective Depository Participant.
in which Directors are interested, Certificate from the
14. Mr. Manoj R. Hurkat, Practicing Company Secretary holding Secretarial Auditors of the Company under SEBI (Share
Membership No. F4287 and Certificate of Practice No. 2574 Based Employee Benefits and Sweat Equity) Regulations,
has been appointed as the Scrutinizer to scrutinize the voting 2021 and all documents referred to in the Notice and
and remote e-voting process in a fair and transparent manner. Explanatory Statement are available at the Registered
The Board has also authorised Chairman to appoint one or Office of the Company.
more scrutinizers in addition to and/or in place of Mr. Hurkat.
EXPLANATORY STATEMENT IN RESPECT OF THE
15. The Scrutinizer shall, immediately after the conclusion of
SPECIAL BUSINESS PURSUANT TO SECTION 102
voting at the general meeting, first count the votes cast
OF THE COMPANIES ACT, 2013
at the meeting, thereafter unblock the votes cast through
remote e-voting in the presence of at least two witnesses Item no. 5
not in employment of the Company and make, not later than
three days from the conclusion of meeting, a consolidated In line with the recommendation of the Nomination and
scrutiniser’s report of the total votes cast in favour or Remuneration Committee, the Board of Directors in their
against, if any to the Chairman or a person authorised by meeting held on April 30, 2022, has re-appointed Mr. Ravi
him in writing who shall countersign the same. Thereafter, Shanker Jalan (DIN: 00121260) as Managing Director of the
the Chairman or the person authorised by him in writing Company for a period of five years with effect from June 7, 2022.
shall declare the result of the voting forthwith. The disclosure in accordance with the provisions of Regulation
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Notice S tatu to r y Repor t s
36 (3) of the Listing Regulations read with Section 102 of Rs. 15,41,759 per month. However, perquisites / allowances
the Companies Act, 2013, Secretarial Standard-2 and other can be structured as per the policy of the Company.
applicable provisions, if any, in regard to the re-appointment of
Managing Director is given below: The breakup of perquisites / allowance of Mr. R S Jalan are
given below:
Mr. Ravi Shanker Jalan, born on October 10, 1957, is a graduate
2.1 Housing:
in Commerce and Fellow member of Institute of Chartered
Accountants of India and having a very wide experience in The expenditure incurred by the Company on providing
Operations, Corporate Finance, Marketing, HR and Textiles. Mr. unfurnished accommodation for the Director shall be
Ravi Shanker Jalan has more than three decades of Industrial as per rule of the company subject to ceiling of 60% of
the basic salary. In case no accommodation is provided,
experience. Mr. Ravi Shanker Jalan is a Director / Partner on
the Managing Director shall be entitled to House Rent
the Board of Sachin Tradex Pvt. Ltd, Sumedha Worldwide LLP, Allowance subject to ceiling of 60% of the basic salary.
India Hostels Pvt. Ltd. and Federation of India Mineral Industries.
He is a member of Stakeholders Relationship Committee, The expenditure incurred by the Company on Gas,
Electricity, Water shall be valued as per Income Tax
Banking & Operations Committee, CSR Committee and Risk
Act, 1962 amended from time to time.
& Sustainability Committee of the Company. He is neither a
member of more than 10 Committees nor the Chairman of 2.2 Medical Reimbursement:
more than 5 Committees. The details of number of Meetings
Expenses incurred by the Managing Director and his
of the Board attended during the year and other Directorships,
family shall be in accordance with the policy of the
Membership/ Chairmanship of Committees of other Boards are Company.
available in Corporate Governance report of company annexed
to Annual Report. Mr. Jalan holds 400000 equity shares of the 2.3 Leave:
Company in his individual name and 100 equity shares as Karta Full pay leave for one month for every eleven months
of HUF. Apart from the above, Mr. Jalan has also been granted of services.
two lacs stock options as per the policy of the Company. Mr.
Ravi Shanker Jalan fulfills the eligibility criteria set out under Part 2.4 Leave Travel Concession:
I of Schedule V to the Companies Act, 2013. The remuneration For the Managing Director and his family, once in a
payable to Mr. Ravi Shanker Jalan is in line with the provisions of year, incurred in accordance with the rules specified
Schedule V to the Companies Act, 2013, as may be amended by the Company.
from time to time.
2.5 Club Fee:
1. Basic Salary: Rs. 9,44,800 per month. Annual increments Fee of Clubs subject to maximum of two clubs.
will be effective from 1st April each year, as may be decided Admission fee and membership fee are excluded.
by the Board of Directors on the recommendation of
2.6 Personal Accident Assurance:
Nomination & Remuneration Committee of the Company
based on the merit and performance of the Managing As per policy of the company.
Director and also after taking into account the overall
performance of the Company. Further, the annual 2.7 Conveyance:
increment in the CTC shall not exceed 15% of the total CTC Free use of Company’s car with driver for official use as
of immediate preceding financial year. per Company policy.
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2.10 Any other allowances: profits are inadequate, the Company will pay remuneration
to the Managing Director by way of salary and perquisites as
The Board is authorized to introduce any other specified in the resolution or in accordance with provisions
allowance and or perquisites on recommendation of of Schedule V and any other applicable provisions of the
the Nomination & Remuneration Committee from time Companies Act, 2013, including any amendment thereto
to time and subject to the limit determined for overall
remuneration for managerial personnel in accordance from time to time, whichever is less.
with the Companies Act or any other rules and
regulations applicable in this regard. Mr. Jalan, being Managing Director of the Company, is
mainly responsible for the efficient operations and also for
3. Retiral Benefits: In addition to the above perquisites, Mr. R the financial performance of the Company. The Company
S Jalan shall also be eligible to the following benefits, which is currently implementing expansion project in various
is not included in the computation of the perquisites value.
However, at present, total value of retiral benefits (Provident divisions and also demerger of textiles business of spinning
Fund, NPS, Superannuation & Gratuity) are Rs. 1,75,774 per division are going on. At this crucial juncture, the continued
month. services of Mr. Ravi Shanker Jalan are considered essential for
successful completion of the project and smooth operations
(a) Provident Fund:
thereafter. It is also essential for the Company to have his
As per Rules of the Company. continued services and able leadership for future growth of
the Company. Hence, Your Board recommends the above
(b) Superannuation:
resolution set out in Item No. 5 for your approval. Except Mr.
As per Rules of the Company. Ravi Shanker Jalan, none other directors and Key Managerial
Personnel and their relatives are interested in the resolution.
(c) Gratuity:
Gratuity payable at a rate not exceeding half a month’s The explanatory statement together with accompanying
salary for each completed year of service. notice may also be read and treated as disclosure in
compliance with the requirements of Section 190 of the
(d) Encashment of Leave:
Companies Act, 2013 in respect of re-appointment of Mr.
Encashment of leave at the end of the tenure. Ravi Shanker Jalan as Managing Director of the Company.
Annual salary for FY 2022-23 including perquisites Except Mr. Ravi Shanker Jalan, being an appointee, none
/ allowances and other retiral benefits (i.e. Total of the Directors and Key Managerial Personnel of the
CTC) of Mr. R S Jalan is Rs. 26,62,333 per month (i.e.
Company and their relatives is concerned or interested,
Rs 3,19,47,996 per annum) in addition to the annual
commission as decided by the Board / Nomination & financial or otherwise, in the resolution set out at Item No.
Remuneration Committee from time to time. 5. This Explanatory Statement may also be regarded as a
disclosure under Regulation 36(3) of the Listing Regulations
4. Total remuneration including Commission:
and/or any other applicable laws.
Annual Commission, salary and other perquisites (i.e. overall
remuneration) payable to any one Managing Director or Item no. 6
Whole time Director shall not exceed 5% of the net profits of
the Company and remuneration of all the Managing Director Mrs. Vijaylaxmi Joshi (DOB – August 1, 1958) is a Non-
and /or Whole time Directors shall not exceed 10% of the net Executive Independent Director of the Company. Based on
profits of the Company for the year in respect of which the the recommendation of the Nomination & Remuneration
remuneration is paid. The individual breakup of commission Committee, the Board of Directors had re-appointed Mrs.
/ annual increment of individual Whole time Director and
Vijaylaxmi Joshi (Ex-IAS) as an Independent Director with effect
Managing Director will be decided by the Board/ Nomination
& Remuneration Committee from time to time and shall from April 20, 2022. Mrs. Vijaylaxmi Joshi is a 1980 batch IAS
not exceed the overall ceiling stipulated U/s 197 of the officer of the Gujarat cadre and she had served in various posts
Companies Act, 2013 or any amendment thereto. in the State and in the Centre including Joint and Additional
Secretary in the Commerce Ministry; Secretary in the Ministry
5. Minimum Remuneration:
of Panchayati Raj. She had also been appointed as Officer on
Where in any financial year during the currency of tenure Special Duty in the Ministry of Drinking Water and Sanitation.
of a Managing Director, the Company has no profits or its Lastly, she was head of the Swachh Bharat Abhiyan, the Clean
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Notice S tatu to r y Repor t s
India Programme. Under State level, she had also been deputed Item no. 7
as Managing Director of Government Company such as Gujarat
Mineral Development Corporation Ltd. At present, Mrs. Joshi is In terms of Section 42 of the Companies Act, 2013 and Rule
also a Director on the Board of Adani Enterprises Limited and 14 of the Companies (Prospectus and Allotment of Securities)
Saraf Foods Limited. Mrs. Joshi is neither a member of more than Rules, 2014, a Company shall not make a private placement of
10 Committees nor a Chairman of more than 5 Committees. its securities unless the proposed offer of securities or invitation
She does not hold any shares in the Company. to subscribe to the securities has been previously approved
by the Members of the Company by a Special Resolution. In
In terms of Section 149, 150 & 152 and other applicable provisions case of an offer or invitation to subscribe to non-convertible
of the Companies Act, 2013 and the rules made thereunder, debentures on private placement, the Company can obtain
Mrs. Joshi being eligible for re-appointment as an Independent previous approval of its shareholders by means of a Special
Director for a second term of five consecutive years with effect Resolution once a year for all the offers or invitations for such
from April 20, 2022 and for a term up to April 19, 2027. non-convertible debentures during the year.
In the opinion of the Board, Mrs. Vijaylaxmi Joshi (holding The NCDs issued on private placement basis is one of the
DIN: 00023055) fulfils the conditions specified in the Listing cost effective sources of long term borrowings raised by the
Regulations read with the Companies Act, 2013 and rules made Company. The Company had obtained members’ approval vide
thereunder for her appointment as an Independent Director of Special Resolution on May 31, 2018 to borrow moneys in excess
the Company and is independent of the management. of the aggregate of the paid up shares capital and free reserves
of the company, provided that the total money borrowed and
The Board considers that her vast knowledge and varied outstanding at any point of time, apart from temporary loans
experience will be of great value to the Company and her obtained / to be obtained from the company’s bankers in the
continued association would be of immense benefit to the ordinary course of business, shall not be in excess of C 2500 Cr.
Company and it is desirable to continue to avail valuable services (Rupees Two Thousand Five Hundred Crores). The borrowings of
of Mrs. Joshi as an Independent Director. Accordingly, the Board the Company (on standalone basis excluding joint operations)
recommends the resolution in relation to the re- appointment of as at March 31, 2022 is in aggregate approximately Rs. 767.45
Mrs. Vijaylaxmi Joshi as an Independent Director, for the approval crores, of which outstanding NCDs is NIL. The Company’s Net
of shareholders for second term of five years by passing special Debt-Equity ratio (on standalone basis excluding joint operations)
resolution. Being Non-Executive Director of the Company, Mrs. as at March 31, 2022 is 0.25 and the Company believes that the
Joshi may be entitled to receive sitting fee, reimbursement of aggregate borrowings (including the proposed NCD) would be
expenses for participation in the Board and other meetings and well within the acceptable levels.
profit related commission as may be determined by the Board
of Directors upon recommendation of the Nomination and In continuation of its efforts to strengthen its capital structure,
Remuneration Committee, within the overall approval given by the Company intends to augment the resources through a mix
the shareholders. As per the provisions of Section 197 read with of internal accruals and long-term borrowings to ensure that
Section 149 of the Companies Act, 2013 and being Independent they are aligned in terms of quantum, risk, maturity and cost
Director of the Company, Mrs. Joshi shall not be entitled to any with its earning profile. Accordingly, it is proposed to issue NCDs
stock option. on a private placement basis aggregating upto Rs.100 crores,
in one or more series/tranches during the period of one year
Except Mrs. Vijaylaxmi Joshi, being an appointee, none of the from the date of passing of this Resolution, with an intention
Directors and Key Managerial Personnel of the Company and to finance, inter-alia, the repayment of certain term loans from
their relatives is concerned or interested, financial or otherwise, Banks, to fund part of the ongoing capital expenditure and for
in the resolution set out at Item No. 6. This Explanatory Statement general corporate purposes. The Company intends to raise
may also be regarded as a disclosure under Regulation 36(3) of NCDs for tenures ranging between 3 to 10_years and expects
the Listing Regulations and/or any other applicable laws. the borrowing cost of NCDs to be lower than 1 year MCLR rate
of State Bank of India (prevailing at 7% p.a. as on March 31, 2022
Except Mrs. Vijaylaxmi Joshi, being an appointee, none of the
plus a spread of 100 bps. CARE (Credit Analysis & Research Ltd)
Directors and Key Managerial Personnel of the Company and
has upgraded external rating to CARE AA- with Stable Outlook
their relatives is concerned or interested, financial or otherwise,
from CARE A+ with Stable Outlook for Long Term facilities and
in the resolution set out at Item No. 6. This Explanatory Statement
for short Term Facilities, highest rating of CARE A1+ with Stable
may also be regarded as a disclosure under Regulation 36(3) of
Outlook has been reaffirmed. India Rating has also upgraded
the Listing Regulations and/or any other applicable laws.
Long Term Issuer Rating as to AA- with Stable Outlook from A+
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Notice
with Positive Outlook. CRISIL Rating has assigned CRISIL AA- The resolution as set out at Item No. 7 of the Notice is therefore
with Stable Outlook for issuance of NCD up to Rs.150 crores. being sought to borrow funds by offer or invitation to subscribe
to secured redeemable non-convertible debentures for an
In order to augment the long-term resources for financing amount not exceeding Rs. 100 Crores (Rupees one hundred
inter alia, the ongoing capital expenditure, for refinancing crore only) having face value of Rs. 10,00,000/- (Rupees Ten
of part of the existing loans to reduce interest costs and for Lacs) each (“NCDs”), at par, on private placement basis. This
general corporate purposes, the Company may offer or invite resolution is only an enabling resolution and would be valid for a
subscription to more secured non-convertible debentures, in period of one year from the date of this Annual General Meeting.
one or more tranches on private placement basis.
Disclosures required to be made in accordance with Rule 14 of the Companies (Prospectus and Allotment of Securities)
Rules, 2014 are set out below:
Sl.
Particulars Explanations for the Changes
No.
1. Object of the Issue The proceeds of the Issue are proposed to be used for paying all costs, fees and
expenses in relation to the Issue, capital expenditure for the Issuer’s business,
refinancing of existing borrowings of the Issuer, for general corporate purposes and
other bona fide purposes in normal course of business, subject to proceeds being
used for bank eligible end use(s) only and in compliance with Reserve Bank of India
regulations, SEBI regulations and all regulations applicable to use of proceeds of funds
received from Foreign Portfolio Investors.
The proceeds of the Issue will not be used to invest in capital markets and real estate.
2. Total number of securities to be Upto 1,000 Rated, Listed, Taxable, Secured,
issued Redeemable Non-Convertible Debentures of Rs. 10,00,000/- each
3. Price at which the allotment is The NCDs are proposed to be issued at par with a face
proposed value of Rs.10,00,000 each for a total consideration of Rs. 100,00,00,000/- (Rupees
One Hundred Crores only)
4. Amount to be raised Rs. 100,00,00,000/- (Rupees One Hundred Crores only)
5. Date of Board Resolution October 28, 2021
6. Basis or justification of the price at which The NCDs are being issued at its face value.
the offer or invitation is being made
7. Name and address of valuer who This is an enabling resolution and valuation will be done before the issue of NCD.
performed valuation
8. Material terms of raising NCDs The NCDs are proposed to be issued as per terms and conditions to be finalised by the
Committee at the time of issue of NCD.
9. Principle terms of assets The Debentures shall be secured by way of :
charged as securities (i) Subject to lenders’ approval First pari passu charge on all present and future
movable assets of Soda Ash Division of the company, situated at Sutrapada,
Veraval, Gujarat; and/or
(ii) Exclusive charge on all the present and future movable assets of Consumer
Product Division.
10. Contribution being made by the Nil
promoters or directors either as
part of the offer or separately in
furtherance of objects
11. Proposed time schedule / time within This is an enabling resolution. However, the issue and allotment of the Proposed NCD
which the allotment shall be completed will be completed within 1 year from the date of this AGM.
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Notice S tatu to r y Repor t s
None of the Directors, Key Managerial Personnel of the Company The Board of Directors at the meeting held on April 30, 2022 had
or their relatives are interested in the proposed resolution. accorded their approval for alteration of Articles of Association
by adopting new set of AOA. The existing AOA of the Company
Item no. 8 and the draft of proposed AOA is available on the Company’s
website at https://ghcl.co.in/ for perusal by the Members.
The existing Articles of Association (AOA) are based on the
Member(s) interested in obtaining a copy of the AOA can send
Companies Act, 1956 which are no longer in full conformity
their request to the Company at its e-mail address: secretarial@
with the new applicable provisions of the Companies Act, 2013
ghcl.co.in. Accordingly, the Board recommends the aforesaid
(hereinafter referred as “the Act, 2013”) and the Rules framed
Resolution for approval by the Members as a Special Resolution.
thereunder (collectively ’the Act’). It is perceived to be in the best
interest of the Company to align the Provisions of the Articles of None of the Directors, Key Managerial Personnel of the Company
Association with the provisions of the Act, 2013. Accordingly it or their relatives are interested in the proposed resolution.
is considered expedient to wholly substitute the existing set of
Articles with a new set of Articles, in line with the Companies
Act, 2013
Registered Office: By Order of the Board
Pursuant to the provisions of Section 5, 14 and 15 of the GHCL HOUSE For GHCL LIMITED
Companies Act, 2013 read with the applicable Rules, consent Opp. Punjabi Hall
of the members is sought by way of Special Resolution which Navrangpura, Ahmedabad - 380009 Bhuwneshwar Mishra
is required for adoption of new set of Articles of Association of Dated: April 30, 2022 Sr. GM-Sustainability &
the Company. Therefore, your Board of Directors recommends Company Secretary
the Special Resolution set forth in Item No.8 of the Notice for Membership No.: FCS 5330
approval of the Members.
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To the Members of
GHCL Limited,
Your directors take pleasure in presenting the 4th Integrated Report, prepared as per the framework set forth by the International
Integrated Reporting Council, (IIRC) and the 39th Annual Accounts on the business and operations of your Company, along with the
summary of standalone and consolidated financial statements for the year ended March 31, 2022. The economic contraction in the
initial part of the year (FY 2021-22) was very challenging due to 2nd wave of Covid 19 lockdown; however, after easing of lockdown
restrictions and improving macro trends, which leads to enhanced traction across industries, almost back to pre-pandemic levels.
Accordingly, your Company observed sequential improvement in its business during the year, supported by favourable demand -
supply dynamics backed by positive pricing scenario. The financial highlights of the Company for FY 2021-22 are given below:
A: FINANCIAL RESULTS
(H in Crores)
Standalone Consolidated
Particulars Year ended Year ended Year ended Year ended
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Net Sales /Income from Continued operations 3789.17 2498.23 3790.50 2498.64
Profit before interest and depreciation from Continued 992.29 604.05 991.15 609.90
operations
Finance Cost from Continued operations 63.57 74.32 63.57 74.32
Profit before depreciation and amortisation - (Cash Profit) 928.72 529.73 927.58 529.58
from Continued operations
Depreciation and Amortisation from Continued operations 116.78 111.40 116.78 111.40
PBT before exceptional items from Continued operations 811.94 418.33 810.80 418.18
Profit before Tax (PBT) from Continued operations 786.97 418.33 810.80 418.18
Provision for Tax – Current from Continued operations 204.10 104.85 204.10 104.85
Tax adjustment for earlier years from Continued operations (0.03) (0.93) (0.03) (0.93)
Provision for Tax – Deferred from Continued operations 8.43 7.42 8.43 7.42
Profit after Tax from Continued operations 574.47 306.99 598.30 306.84
Profit from discontinued operations 81.46 4.07 70.37 20.39
Tax Expense of discontinued operations (21.99) (1.08) (21.97) (1.11)
Profit from discontinued operations after tax 59.47 2.99 48.40 19.28
Profit for the year 633.94 309.98 646.70 326.12
Other comprehensive income (OCI) 1.65 4.73 1.65 4.73
Total Comprehensive income for the period 635.59 314.71 648.35 330.85
Balance brought forward from last year 2279.83 1971.07 2262.73 1937.83
Appropriations
FVTOCI Reserve 0.33 (1.22) 0.33 (1.22)
Final Dividend (52.27) - (52.27) -
Balance carried to Balance Sheet 2861.83 2279.83 2857.50 2262.73
1. Dividend Distribution Policy of profits after tax (PAT) on standalone financials of the
Company. The Board of Directors while taking decision
In terms of Regulation 43A of the Securities and Exchange for recommendation of the dividend will take guidance
Board of India (Listing Obligations and Disclosures from this policy and would ensure to maintain a consistent
Requirements) Regulations, 2015 (“Listing Regulations”) approach to dividend pay-out plans.
the Board of Directors of the Company has formulated
and adopted the Dividend Distribution Policy (‘DDP’) The Dividend Distribution Policy is available on the
in its meeting held on May 19, 2016. As per the DDP, the Company’s website www.ghcl.co.in
Board’s endeavours is to ensure transparency in deciding
the quantum of dividend and commit a dividend pay-out As per section 194 of Income Tax Act, a company is required
ratio including the dividend tax, in the range of 15% to 20% to deduct TDS @ 10% on dividend payment if it exceeds
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B o ard ’s Re p o r t S tatu to r y Repor t s
Rs. 5000/-. However, no TDS shall be deducted in the case Your directors would like to inform that during the financial
of any dividend payment to Life Insurance Corporation, year, Nomination and Remuneration Committee in their
General Insurance Corporation of India, any other insurer meeting held on July 15, 2021 had made Allotment of
and Mutual Funds etc. specified u/s 10(23D) of Income Tax 3,37,500 Equity Shares of Rs. 10 each to the employees
Act. Moreover, as per section 195 of the Income Tax Act, of the Company against exercise of Employees Stock
TDS is required to be deducted @ 20% plus surcharge on Options pursuant to GHCL ESOS 2015. Consequent to said
payment of Dividend to Non Resident. allotment of 3,37,500 Equity Shares, the Issued, Subscribed
& Paid-up Capital of the Company was increased from Rs.
2. Dividend 95,01,32,860/- consisting of 9,50,13,286 equity shares of Rs.
10/- each to Rs. 95,35,07,860/- consisting of 9,53,50,786
Your Directors are pleased to inform that your Company
equity shares of Rs. 10/- each.
has a consistent track-record of dividend payment for last
28 years. 5. Employees Stock Options Scheme
In line with the Dividend Distribution Policy, the Board of Your Company has Employees Stock Options Scheme for
Directors of the Company (‘the Board’) has recommended its permanent employees as per the scheme approved
total Dividend of Rs. 15 per equity share of Rs. 10 each i.e. by shareholders in their Annual General Meeting held on
150% on the paid up equity capital, (comprises of regular July 23, 2015. The Company had obtained in-principle
Dividend of Rs.10 per share and Special Dividend of Rs. 5 approvals from the Stock Exchanges for issue of 50 lakh
per share) for the financial year ended March 31, 2022 to equity shares through Employees Stock Option Scheme.
be paid to those equity shareholders whose names appear Further, the Board of Directors, on recommendation of the
in the Register of Members as on record date i.e. Thursday, NRC Committee has approved the vesting of ESOP to the
eligible employees and the same shall be exercised by the
June 23, 2022 (Previous year dividend was Rs. 5.50 per
employees of the company. Hence, after exercise of ESOP
equity share).
the paid up capital shall be increased and the same shall be
The dividend on equity shares is subject to the approval of reported to the stock exchanges.
the Shareholders at the ensuing Annual General Meeting of During the year, there are no material changes in the
the Company scheduled to be held on Thursday, June 30, ESOP scheme of the Company and the ESOP scheme is
2022. in compliance with the ESOP regulations. The Company
has received a certificate from Dr. S Chandrasekaran,
The dividend once approved by Shareholders will be paid representing Chandrasekaran & Associates, Practicing
on and from July 4, 2022 (Monday) and the Record Date Company Secretaries, New Delhi, Secretarial Auditor of the
for the purpose of the dividend shall be June 23, 2022 Company, certifying that GHCL Employees Stock Option
(Thursday). The total dividend payout for the financial year Scheme 2015 (the scheme) is implemented in accordance
2021-22 shall be in line with the dividend distribution policy with SEBI (Share Based Employees Benefits and Sweat
of the company. Equity) Regulations, 2021 and the resolutions passed by
the members. The certificate is available for inspection by
3. Transfer to Reserves: members in electronic mode.
The Board of Directors has decided to retain the entire The details of the Employee Stock Options plan form part
amount of profits for FY 2021-22 in the profit and loss of the Notes to accounts of the financial statements in this
account. Annual Report and is also annexed herewith as Annexure I
and forming part of this Report.
4. Share Capital
6. Finance
The paid up Equity Share Capital of the Company as
on March 31, 2022 is Rs. 95,35,07,860/- comprising of 6.1 Resource Mobilization
9,53,50,786 equity shares of Rs. 10/- each; whereas paid up
Equity Share Capital of the Company as on March 31, 2021 Short Term
was 95,01,32,860/- comprising of 9,50,13,286 equity shares
During the year your company arranged / renewed working
of Rs. 10/- each.
capital facilities of Rs. 1065 Crs. (both fund based and non-
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Board’s Report
fund based limit) with participation from State Bank of (iii) Further, India Rating has affirmed Credit Rating for Issuance
India, Bank of Baroda, Union Bank of India, IDBI Bank Ltd., of Commercial Paper program as under:
HDFC Bank Ltd. and Axis Bank Ltd. During the year, your Instrument Type : Commercial Paper
company also arranged / renewed unsecured working
Size of Issue : Rs. 100 Crores
capital facilities of Rs. 90 Crores (both fund based and non-
fund based limit) from HDFC Bank Ltd. and Bank of Bahrain Rating Assigned by the Agency : IND A1+ (Highest)
and Kuwait. Further, your company has arranged new
iv) CRISIL rating has assigned Credit Rating for issuance of
unsecured working capital facility of Rs. 140 crores (both
NCD as under:
fund based and non-fund based limit) from ICICI Bank Ltd.
(Rs. 50 crores) and CTBC Bank Co. Ltd. (Rs. 90 crores). Instrument Type : Non-convertible
During the year your company has close down working Debenture (NCD)
capital facility of Rs. 50 crores with IDFC First Bank. Size of Issue : Rs. 150 Crores
Rating Assigned by the Agency : CRISIL AA- with
Long Term
Stable Outlook
Your Company has raised term loan of Rs. 100 crores by
6.4 Investors Education and Protection Fund
way of reimbursement of capital expenditure incurred
during last year from ICICI Bank for a period of 5 years During the financial year, your Company has transferred
including moratorium period of 6 months and has availed a sum of Rs. 38.04 lacs towards unclaimed dividend to
the same during the current year. investors’ education and protection fund account (IEPF).
Since your company has maintained excellent relationship During the Financial Year 2021-22, there was no change
with the lenders and also taking into consideration of timely in the nature of Company’s Business. No material change
repayment of principal and interest, your company has and/or commitment affecting the financial position of your
negotiated better interest rates with lenders. Company has occurred between April 1, 2022 till the date of
signing of this report.
The details of rate of interest are as under:
8. Management Discussion & Analysis
Outstanding as
Borrowing ROI P.A.
on 31.03.2022 In terms of Regulation 34 (2) (e) of the Listing Regulations,
Long Term Borrowing 559.40 7.57% 2015 read with other applicable provisions, the detailed
review of the operations, performance and future outlook of
Short Term Borrowing 208.05 4.90%
the Company and its business is given in the Management’s
Total Borrowing 767.45 6.85%
Discussion and Analysis Report (MDA) which forms part of
6.3 Upgradation of external Credit Rating this Annual Report and is incorporated herein by reference
and forms an integral part of this report.
(i) Due to efficient cash flow management and timely
repayment of interest and principal to lenders, CARE
(Credit Analysis & Research Ltd) has upgraded external
B: INTEGRATED REPORT
rating to CARE AA- with Stable Outlook from CARE A+ with Your Company believes that sustainable development
Stable Outlook for Long Term facilities and for short Term calls for concerted efforts towards building an inclusive,
Facilities, highest rating of CARE A1+ with Stable Outlook sustainable and resilient future for people and planet
has been reaffirmed. through harmonising economic growth, social inclusion and
environment protection. In furtherance to this commitment,
(ii) India Rating has also upgraded Long Term Issuer Rating as
your company had taken paradigm shift from compliance
to AA- with Stable Outlook from A+ with Positive Outlook.
based reporting to governance based reporting and
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B o ard ’s Re p o r t S tatu to r y Repor t s
adopted the Integrated Report (IR) framework developed is consummated post receipt of all the requisite regulatory
by the International Integrated Reporting Council. Your approvals (i.e. quarter ended March’22).
Company create long-term value for all stakeholders
through its strategy, activities, and commitments. The Further, in view of the divestment of HT Business of the
Integrated Report is a part of this Annual Report, which Company to ICIL pursuant to BTA, the Board of Directors of
provides a clear, concise, and comprehensive vision of our the Company, at their meeting held on December 6, 2021
business model. had approved withdrawal of the then existing Scheme
of Arrangement u/s 230-232 of the Companies Act 2013,
involving demerger of its entire Textiles business into GHCL
C: PERFORMANCE HIGHLIGHTS AND STATE OF Textiles Limited (‘Old Scheme’) and correspondingly approved
COMPANY’S AFFAIRS: a fresh Scheme of Arrangement consisting of demerger of
Spinning Division of GHCL Limited (“Demerged Company”)
The detail of business performance and state of company’s
into GHCL Textiles Limited (‘Resulting Company’)” (the “New
affairs are given in MDA (from Page no. 148 to 154) and
Scheme”). Subsequently, on December 20, 2021, Hon’ble NCLT
Integrated Report (Page no. 1 to 69).
(Ahmedabad Bench) allowed the withdrawal petition. Further,
1. Slump sale of the Home Textiles Business of the the Company has received requisite approvals / NOC from
Company and Change in the Scheme of Arrangement the Stock Exchanges (NSE & BSE) and CCI on its new Scheme
for Demerger of the Textiles business and in the process of obtaining requisite approvals from other
regulatory authorities (including NCLT) as applicable. As per
Your Directors are pleased to inform that in line with the the new Scheme, the equity shares held by GHCL Limited in
approval of the Board of Directors of the Company in their GHCL Textiles Limited shall be cancelled. Further, the Resulting
meeting held on December 06, 2021, your Company (i.e. Company’s shareholding pattern will mirror the shareholding
GHCL Limited) entered into a Business Transfer Agreement pattern of the Demerged Company post Scheme. Also,
(‘BTA’) for transfer of its Home Textiles Business (located shares of the Resulting Company shall be listed on the Stock
at Vapi, Gujarat) (‘HT Business’) to Indo Count Industries Exchanges. Hence post completion of Demerger, there will be
Limited (‘ICIL’) by way of a slump sale, on a debt free two listed entities i.e. GHCL Limited (Chemical business) and
basis. In addition, Grace Home Fashions LLP (‘GHF’), USA, GHCL Textiles Limited (Spinning business).
a wholly owned subsidiary of the Company also entered
into an Asset Transfer Agreement (ATA) for transfer of its 2. Awards and Recognition:
identified assets (i.e. inventory and intellectual property)
Your Directors are pleased to inform that despite of
to Indo Count Global Inc., USA (US subsidiary of ICIL).
unprecedented problems faced due to COVID – 19 and
The Company realised a consolidated amount of INR
lockdown, your Company has received various awards and
608.30 crores from the above transfers (subject to certain
recognition during the financial year 2021-22. The details of
adjustments in accordance with the BTA) including certain
the awards and recognition are given on page no. 8 of the
assets to be realised by the Company themselves. Said
Integrated Report.
transfer of HT Business had also been approved by the
Shareholders of the Company by way of special resolution 3. Subsidiaries:
(pursuant to postal ballot) on January 21, 2022 and the
transfer of HT Business was completed on April 2, 2022. Grace Home Fashion, LLC, a subsidiary of the Company
in USA was engaged in Home Textile segment. Post
Consequently, HT Business of the Company had been divestment of HT business, management of the Company
considered and disclosed as ‘Discontinued Operations’ will take necessary steps to wind up this subsidiary at the
as per Ind-AS 105 “Non-current Assets Held for Sale and appropriate time. As reported in the previous year, Rosebys
Discontinued Operations” Accordingly, figures for all the Interiors India Limited (RIIL) an Indian subsidiary, is under
prior periods have also been reclassified and disclosed liquidation with effect from 15th July 2014.
separately under the head “Profits from the Discontinued
Operations”. The effect of the transfer has been reflected The Board of Directors of the Company at their meeting held
in the financial information of the period in which the deal on March 16, 2020 had approved a Scheme of Arrangement
u/s 230-232 of the Companies Act 2013, involving
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demerger of Textiles Businesses of the Company into a of the Annual Report. The requisite certificate from the
separate company (i.e. Resulting Company). Accordingly, auditors of the Company confirming compliance with the
the Resulting Company was incorporated on June 17, 2020 conditions of the Corporate Governance is attached to the
with name of GHCL Textiles Limited as a wholly owned Report on Corporate Governance.
subsidiary of the company. This Company has not carried
any manufacturing, trading, or service activities since its 6. Board Meetings:
incorporation and also during the financial year ended on
The Board meetings of your company are normally
31st March 2022 due to pendency of Scheme.
planned in advance in consultation with the Board
Pursuant to requirement of Section 136 of the Companies Act, Members. However, in certain emergency situation and /
2013, which has exempted companies from attaching the or to maintain the price sensitivity of the transaction,
financial statements of the subsidiary companies along with Board meeting was also convened on shorter notice after
the Annual Report of the Company. The Company will make complying necessary requirement for the same. During the
available the annual financial statements of the subsidiary financial year ended March 31, 2022, the Board of Directors
company and the related detailed information to any members met six times to review strategic, operational and financial
of the company on receipt of a written request from them at performance of the company. The details of the board’s
the Registered Office of the Company. The annual financial meetings are given in the Corporate Governance Report.
statements of the subsidiary company will also be kept open The intervening gap between the meetings was within the
for inspection at the Registered Office of the Company on period prescribed under the Companies Act, 2013 and the
any working day during business hours. The Consolidated SEBI Listing Regulations, 2015.
Financial Statements presented by the Company include
7. Directors:
financial results of its subsidiary companies, associates etc.
Details regarding subsidiaries (including name of companies Your Directors are pleased to inform that Mr. Anurag
which have become or ceased to be its subsidiaries, joint Dalmia, Non-Executive Vice Chairman of the Board and
ventures or associate companies during the year) have been Mr. Raman Chopra, CFO & Executive Director (Finance) of
provided in note no. 36 (refer page no. 287 of Annual Report) the Company are directors retiring by rotation and being
and also in the statement u/s 129(3) of the Companies Act, eligible, offer themselves for re-appointment. We would like
2013 (refer page no. 309). The statements are also available on to further inform that based on the recommendation of the
the website of the Company www.ghcl.co.in Nomination and Remuneration Committee, the Board of
Directors in their meeting held on January 27, 2022, has re-
4. Consolidated Financial Statements:
appointed Mrs. Vijaylaxmi Joshi (Retd.IAS) for a second term
Your Directors have pleasure in attaching the Consolidated of five consecutive years with effect from April 20, 2022
Financial Statements pursuant to the requirement of and for a term up to April 19, 2027 subject to the approval
Regulation 33 & Regulation 34 of the SEBI (Listing Obligations of the shareholders. Also, based on the recommendation of
& Disclosure Requirements) Regulations, 2015 (hereinafter the Nomination and Remuneration Committee, the Board
referred as Listing Regulations) read with other applicable of Directors in their meeting held on April 30, 2022, has
provisions and prepared in accordance with applicable IND re-appointed Mr. R. S. Jalan as Managing Director of the
AS, for the financial year ended March 31, 2022. Company for a period of five years with effect from June
7, 2022, subject to the approval of the shareholders. The
5. Corporate Governance: Board recommends their appointments at the ensuing
Annual General Meeting.
The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the Your Directors would like to confirm that the Company has
Corporate Governance requirement set out by the SEBI. The received declaration from all the Independent Directors
Company has also implemented several best governance confirming their independence as well as confirmation
practices. The report on Corporate Governance under that “he / she is not aware of any circumstance or situation,
Regulation 34 of the SEBI Listing Regulations read with which exist or may be reasonably anticipated, that could
Schedule V of the said Regulations forms an integral part impair or impact his / her ability to discharge his / her duties
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with an objective independent judgement and without any 10. Key Managerial Personnel:
external influence”. Accordingly requirement of Section
149(6) of the Companies Act, 2013 and Regulation 16(1) Pursuant to Section 203 read with Section 2(51) of the
(b) & Regulation 25 (8) of the Listing Regulations are duly Companies Act, 2013, the Key Managerial Personnel of
complied with. Pursuant to the circular relating to the the Company are Mr. R S Jalan, Managing Director, Mr.
“enforcement of SEBI Order regarding appointment of Raman Chopra, CFO & Executive Director (Finance) and Mr.
directors by listed companies” dated June 20, 2018, any Bhuwneshwar Mishra, Sr. GM – Sustainability & Company
director of the Company, is not debarred from holding the Secretary. During the year, there has been no change in the
office of director pursuant to any SEBI order. Key Managerial Personnel.
The Board of Directors in their meeting held on July 29, In line with the provisions of the Companies Act, 2013
2021 had appointed Dr. Manoj Vaish, Independent Director and SEBI Guidance Note on Board evaluation issued on
and Chairman of Audit & Compliance Committee as the January 5, 2017 read with relevant provisions of the SEBI
Lead Independent Director of the Company with effect Listing Regulations, 2015, the Board has carried out an
from July 29, 2021. The role and responsibilities of the annual evaluation of its own performance and that of its
Lead Independent Director are given in the Corporate Committees and individual Directors through the separate
Governance Report forming part of the Annual Report. meeting of independent directors and the Board as a whole.
The Board evaluated the effectiveness of its functioning,
9. Procedure for Nomination and Appointment of
that of the Committees and of individual directors, after
Directors
taking feedback from the directors and committee
Details regarding procedure for nomination and members. The performance of the independent directors
appointment of Directors including the list of core skills was evaluated by the entire Board except the person being
expertise and competencies of the Board of Directors are evaluated, in their meeting held on January 27, 2022.
given in the Corporate Governance Report forming part of
the Annual Report.
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A separate meeting of Independent Directors was held Company. The Company’s Nomination and Remuneration
on January 25, 2022, to review the performance of Non- Policy and Practices have been formulated and maintained
Independent Directors’, performance of the Board and to meet the following objectives:
Committee as a whole and performance of the Chairman
of the Company, taking into account the views of Executive 1. To attract, retain and motivate qualified and competent
Directors and the Non-Executive Directors. individuals at Director, Key Managerial and other
employee levels to carry out company’s business
The exercise of performance evaluation was carried out operations as assigned to them.
electronically through a secure application. This resulted in
saving paper, reducing the cycle time to make documents 2. To ensure payment of salaries and perks that are
available to the Board/Committee Members and in comparable to market salary levels so as to remain
increasing confidentiality and accuracy. The criteria for competitive in the industry.
performance evaluation are broadly based on the Guidance
3. To revise the remuneration of its employees periodically
Note issued by SEBI on Board Evaluation which included
for their performance, potential and value addition
aspects such as structure and composition of Committees,
after systematic assessment of such performance and
effectiveness of Committee Meetings etc.
potential.
The performance evaluation of the Board and its
4. To ensure disbursal of salary and perks in total
constituents was conducted on the basis of functions,
compliance to the applicable statutory provisions and
responsibilities, competencies, strategy, tone at the top,
prevailing tax laws of the Country.
risk identification and its control, diversity, and nature
of business. A structured questionnaire was circulated The Nomination and Remuneration Policy is available on
to the members of the Board covering various aspects website www.ghcl.co.in of the company.
of the Board’s functioning, Board culture, execution and
performance of specific duties, professional obligations 14. Managerial Remuneration & Particulars of employees:
and governance. The questionnaire is designed to judge
Disclosures pertaining to remuneration and other details
knowledge of directors, their independence while taking
as required under Section 197(12) of the Companies Act,
business decisions; their participation in formulation
2013, read with Rule 5(1) of the Companies (Appointment
of business plans; their constructive engagement with
and Remuneration of Managerial Personnel) Rules, 2014 are
colleagues and understanding the risk profile of the
annexed to this report.
company etc. In addition to the above, the Chairman of the
Board and / or committee is evaluated on the basis of his In terms of the provisions of Section 197(12) of the
leadership, coordination and steering skills. Companies Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
The Nomination and Remuneration Committee reviews the
Personnel) Rules, 2014, a statement showing the names
performance of individual Directors on the basis of their
and other particulars of employees drawing remuneration
contribution as a member of the board or committee. The
in excess of the limits set out in the said Rules forms part of
quantum of profit based commission, payable to directors is
the report as Annexure II.
decided by the Nomination and Remuneration Committee
on the basis of overall performance of individual directors. 15. Secretarial Audit Report
The entire process
Section 204 of the Companies Act, 2013 inter-alia requires
13. Nomination and Remuneration Policy every listed company to undertake Secretarial Audit and
shall annex with its Board’s Report a Secretarial Audit
Based on the recommendation of the Nomination &
Report given by a Company Secretary in practice, in the
Remuneration Committee, the Board has approved the
prescribed form.
Nomination and Remuneration Policy for Directors, Key
Managerial Personnel (‘KMP’) and all other employees of the
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B o ard ’s Re p o r t S tatu to r y Repor t s
GHCL has adopted a practice of ongoing Secretarial Audit 19. Corporate Social Responsibility (CSR)
throughout financial year and placed its periodic Secretarial
Audit Report before Audit & Compliance Committee and Your Company has been one of the foremost proponents of
Board. This has helped us in early detection of area of inclusive growth and since inception, has been continuing
improvement and strengthening out level of compliance to undertake projects for overall development and welfare
reporting. of the society. GHCL’s commitment to the development of
weaker sections of society is continuing since more than
In line with the requirement of Section 204 of the two decades. GHCL through its “GHCL Foundation Trust”
Companies Act, 2013 and the Companies (Appointment has upgraded its CSR activities to cover a larger section
and Remuneration of Managerial Personnel) Rules, 2014 of the society and included to provide support to the
read with Regulation 24A of the Listing Regulations and downtrodden, needy and marginalized citizens and also to
other applicable provisions, if any, the Board of Directors create social infrastructure for their sustenance.
of the Company had appointed Dr. S Chandrasekaran,
representing Chandrasekaran & Associates, Practicing The Company has in place a CSR Policy which provides
Company Secretaries, New Delhi, to conduct Secretarial guidelines to conduct its CSR activities. The CSR Policy and
Audit of the Company for the financial year 2021-22. other necessary details related to CSR activities are available
on the website of the Company www.ghcl.co.in. During the
The Secretarial Audit Report for the financial year ended year, the Company spent Rs. 9.85 Crs. against statutory
March 31, 2022 are annexed with the Board’s report minimum of Rs. 9.79 Crs. (i.e. 2.00% of the average net profits of
and formed as part of the Annual Report. This report is last three financial years) on CSR activities. Your Company had
unqualified and self-explanatory and does not call for any deposited Rs. 0.77 Crs. (to meet the requirement for unspent
further comments. CSR amount for FY 2020-21) in a separate bank account
opened in compliance of Section 135 of the Companies Act,
16. Secretarial Standards 2013 and the same has been spent during FY 2021-22, for the
planned CSR activities. Accordingly, the Company spent total
During the year under review, the Company has complied
Rs. 10.62 Crs. on CSR activities (i.e. Rs. 9.85 Crs. for FY 2021-22
with all the applicable provisions of Secretarial Standards
and Rs. 0.77 Crs. against unspent CSR amount for FY 2020-21)
issued by Institute of Company Secretaries of India and
against CSR budget of Rs. 10.39 Cr.
notified by the Ministry of Corporate Affairs of India.
The Annual Report on CSR activities, in terms of Section
17. Listing of the Equity Shares
135 of the Companies Act, 2013 is annexed to this Report as
The equity shares of your Company are listed at BSE Annexure III.
Limited, Mumbai and National Stock Exchange of India
Your company under its CSR initiatives covers Agriculture
Limited, Mumbai (NSE). The annual listing fees for the year
& Animal Husbandry, Healthcare, Education & Vocational
2021-22 have been paid to all these Stock Exchanges.
Training, Women Empowerment and other miscellaneous
18. Web address for annual return and other policies / projects on need basis that are important to maintain social
documents licence to operate the business. These projects are covered
under Schedule VII of the Companies Act, 2013.
In terms of Section 92(3) of the Companies Act, 2013
read with Rule 12 (1) of Companies (Management and Pursuant to the provisions of Section 135 of the Companies
Administration) Rules, 2014 and Section 134(3)(a) of the Act, 2013 and Rules thereto, a Corporate Social Responsibility
Companies Act, 2013, the Annual Return is put up on the (CSR) Committee of the Board had been constituted to
Company’s website www.ghcl.co.in. and can be accessed monitor CSR related activities. As on March 31, 2022 CSR
at https://www.ghcl.co.in/performanc-reports. In addition, Committee is comprising of Mr. Anurag Dalmia as the
other policies / document of the Company are placed on Chairman of the Committee and Mrs. Vijaylaxmi Joshi, Mr.
the Company’s website www.ghcl.co.in as per the statutory R S Jalan, Mr. Raman Chopra and Mr. Neelabh Dalmia as
requirement. members of the Committee. Subsequent to the financial
year ended March 31, 2022, the Board of Directors in their
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Board’s Report
meeting held on April 30, 2022, had reconstituted various governance performance. This is the first year of reporting
committees and Justice (Retd.) Ravindra Singh is appointed under BRSR format, hence data are not comparable.
as a member of the CSR Committee. Mr. Bhuwneshwar
Mishra, Sr. GM – Sustainability & Company Secretary is the Further, in the interest of its stakeholders, your company,
secretary of the CSR committee. During the financial year, on voluntary basis adopted the Integrated Reporting
CSR Committee met two times and all the members of the (IR) framework of the International Integrated Reporting
Committee were present in all the meeting. Council to report on all the six capital that your company
uses to create long term stakeholder value.
20. Business Responsibility and Sustainability Report
(BRSR) Your company’s Integrated Report has been assessed and
E&Y has provided the required assurance. Your company
In recent times, adapting to and mitigating climate change also provided the requisite mapping of principles between
impact, inclusive growth and transitioning to a sustainable the Integrated Report, and the Business Responsibility and
economy have emerged as major issues globally. There Sustainability Report (BRSR) as prescribed by SEBI. The
is an increased focus of investors and other stakeholders same is available on Company website www.ghcl.co.in and
seeking businesses to be responsible and sustainable is annexed herewith as an integral part of this report and
towards the environment and society. Thus, reporting also forms part of this Annual Report.
of company’s performance on sustainability related
factors has become as vital as reporting on financial and 21. Composition of Audit & Compliance Committee
operational performance.
Audit Committee of the Board has been constituted as per
The Securities and Exchange Board of India (‘SEBI’) in terms Section 177 of the Companies Act, 2013 and rule 6 of the
of amendment to Regulation 34(2)(f) of Listing Regulations, Companies (Meetings of Board and its Powers) Rules, 2014
2015 read with National Guidelines on Responsible and read with Regulation 18 of the Listing Regulations. The
Business Conduct (NGRBC) issued by Ministry of Corporate primary objective of the audit committee is to monitor and
Affairs Government of India on March 13, 2019, requires top provide effective supervision of the Management’s financial
one thousand listed companies to prepare and present reporting process, with the highest levels of transparency,
Business Responsibility and Sustainability Report (BRSR) integrity and quality of financial reporting.
in place of erstwhile Business Responsibility Report (BRR)
In order to strengthen the governance norms and
to its stakeholders in the prescribed format, based on
compliance system of the Company, the Board of Directors
internationally accepted reporting frameworks such as GRI,
in their meeting held on July 29, 2021, had extended the
SASB, TCFD, Integrated Reporting etc.
scope of the Committee and renamed it to “Audit &
In terms of the aforesaid amendment, with effect from the Compliance Committee”.
financial year 2022-2023, filing of BRSR shall be mandatory
The Committee met five times during the year, the details
for the top 1000 listed companies (by market capitalization)
of which are given in the Corporate Governance Report. As
and shall replace the existing BRR. However, filing of BRSR
on March 31, 2022, the committee comprises of Dr. Manoj
is voluntary for the financial year 2021-22. As on March 31,
Vaish as Chairman of the Committee and Mrs. Vijaylaxmi
2022, GHCL Limited is mentioned on 463rd position at NSE
Joshi (Retd.IAS), Mr. Arun Kumar Jain (Retd.IRS) and Justice
and on 479th position at BSE, on the basis of capitalization.
(Retd.) Ravindra Singh as members of the Committee,
The BRSR seeks disclosures from listed entities on their and all are Independent Directors and experts in finance,
performance against the nine principles of the NGBRC and accounts, strategy, tax, law and general administration.
reporting under each principle is divided into essential and Subsequent to the financial year ended March 31, 2022,
leadership indicators. The essential indicators are required the Board of Directors in their meeting held on April 30,
to be reported on a mandatory basis while the reporting 2022, had reconstituted various committees and Justice
of leadership indicators is on a voluntary basis. GHCL on (Retd.) Ravindra Singh is no longer a member of the Audit
voluntary basis adopted BRSR for the financial year 2021- & Compliance Committee; however he remains as a
22 for reporting its economic, social, environmental and permanent invitee to the Committee.
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B o ard ’s Re p o r t S tatu to r y Repor t s
22. Composition of Stakeholders Relationship Committee Dalmia voluntarily opted out from membership of the
Nomination & Remuneration Committee. The Committee
The Stakeholders Relationship Committee has been details are given in the Corporate Governance Report.
constituted as per section 178 (5) of the Companies Act,
2013 read with Regulation 20 of the Listing Regulations. 24. Vigil Mechanism / Whistle Blower Policy
The Stakeholders Relationship Committee shall consider
and resolve the grievances of the security holders of the As a conscious and vigilant organization, GHCL Limited
company including complaints related to transfer of shares, believes in the conduct of the affairs of its constituents
non-receipt of annual report and non-receipt of dividend in a fair and transparent manner, by adopting the highest
etc. As on March 31, 2022, the Stakeholders Relationship standards of professionalism, honesty, integrity and
committee consists of Executive and Non-Executive ethical behavior. In its endeavour to provide its employee
directors comprising of Mr. Arun Kumar Jain (Ex-IRS) as a secure and fearless working environment, GHCL Limited
Chairman of the Committee and Justice (Retd.) Ravindra has established the “Whistle Blower Policy”. The Board of
Singh, Mr. R S Jalan, Mr. Raman Chopra and Mr. Neelabh Directors in its meeting held on May 28, 2014, had approved
Dalmia as members of the Committee. Subsequent to the the Whistle Blower Policy, which is effective from October
financial year ended March 31, 2022, the Board of Directors 1, 2014 & the same has been duly amended from time to
in their meeting held on April 30, 2022, had reconstituted time. Mr. Arun Kumar Jain (IRS), Independent Director of the
various committees, and Justice (Retd.) Ravindra Singh is Company is Ombudsperson.
appointed as Chairman of the Stakeholders Relationship
The purpose of the policy is to create a fearless
Committee in place of Mr. Arun Kumar Jain and Mr. Arun
environment for the directors and employees to report
Kumar Jain remains a member of the Committee.
any instance of unethical behaviour, actual or suspected
Details of the Committee are given in the Corporate fraud or violation of GHCL’s code of conduct or Ethics
Governance Report. Company has disclosed its ‘Investor Policy to the Ombudsperson. Details regarding Whistle
Grievance Redressal Policy’ on website of the Company Blower Policy are also stated in the Corporate Governance
www.ghcl.co.in Report. The Whistle Blower Policy is posted on the website
of the Company www.ghcl.co.in . In order to strengthen the
23.
Composition of Nomination and Remuneration system and to facilitate seamless reporting, your company
Committee had launched online platform (separate tab under website
of the Company) for reporting any grievances under
Nomination and Remuneration Committee of the Board vigil mechanism. Pursuant to the requirement of the
has been constituted as per Section 178 of the Companies Schedule V of the Listing Regulations, we would like to
Act, 2013 and rule 6 of the Companies (Meetings of Board affirm that no personnel has been denied access to the
and its Powers) Rules, 2014 and read with Regulation 19 of Audit & Compliance Committee of the Company. There
the Listing Regulations. The Nomination and Remuneration are no complaints reported during the year under Vigil
Committee shall determine qualifications, positive attributes mechanism.
and independence of a director and recommend to the
Board a policy relating to the remuneration of the directors, 25. Related Party Transactions
Key Managerial Personnel and other employees. As on March
31, 2022, the Nomination and Remuneration Committee There are no material related party transactions made by
consists of four Non-Executive directors comprising of Mrs. the Company with Promoters, Directors, Key Managerial
Vijaylaxmi, as Chairperson of the Committee, Mr. Sanjay Personnel or other designated persons, which may have a
Dalmia, Justice (Retd.) Ravindra Singh and Dr. Manoj Vaish potential conflict with the interest of the Company at large.
as members of the Committee. This is in the ratio of 3 : 1 Accordingly, the disclosure of related party transactions,
(three Independent Directors and one Promoter’s nominee) as required under Section 134(3)(h) of the Companies Act,
and headed by Independent Director. Subsequent to the 2013 in Form AOC-2 is not applicable to the Company.
financial year ended March 31, 2022, the Board of Directors All transactions with related parties were reviewed and
in their meeting held on April 30, 2022, had reconstituted approved by the Audit and Compliance Committee. Prior
various committees including Nomination and Remuneration omnibus approval of the Audit & Compliance Committee
committee and to ensure good governance, Mr. Sanjay is obtained for related party transactions which are of
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Board’s Report
repetitive nature and entered in the ordinary course of chain of a business. These impacts are likely to continue
business and on an arm’s length basis. A statement giving and intensify over time and for a business to be sustainable,
details of all related party transactions is placed before the it needs to adapt to the environment by managing risks and
Audit & Compliance Committee and the Board of Directors opportunities in a systematic manner.
on a quarterly basis. The statement is supported by a
Certificate from the CFO. All Related Party Transactions are The Board of Directors of the Company are responsible for risk
placed before the Audit & Compliance Committee and also oversight functions. Risk & Sustainability Committee provide
before the Board. guidance for implementing the risk management policy across
the organisation. The operational heads of each business units
The policy on Related Party Transactions as approved by areprimarilyresponsibleforimplementingtheriskmanagement
the Board is uploaded on the website of the Company www. policy of the company and achieving the stated objective of
ghcl.co.in. None of the Directors has any material pecuniary developing a risk intelligent culture that helps to improve the
relationships or transactions vis-a-vis the Company. company’s performance.
26. Particulars of Loans, Guarantees or Investments The responsibility of tacking and monitoring the key risks of
the division / business unit periodically and implementing
Details of Loans, Guarantees and Investments covered suitable mitigation plans proactively is with the senior
under the provisions of Section 186 of the Companies Act, executives of various functional units. These risk owners are
2013 are given in the notes to the Financial Statements. expected to avoid any undue deviations or adverse events
and ultimately help in creating value for the business.
27. Risk & Sustainability Committee
28.
Conservation of Energy, Technology absorption,
Risk Management Committee has been constituted as per
Foreign Exchange Earning and outgo
the requirement of Regulation 21 of the Listing Regulations.
In order to strengthening Company’s position in governance, The information on conservation of energy, technology
risk management, sustainability and compliance (GRC) and absorption and foreign exchange earnings and outgo
also for the developing framework for risk management stipulated under Section 134 (3) (m) of the Companies Act,
and stakeholders’ value creation on sustainable basis, the 2013 read with Rule 8 of the Companies (Accounts) Rules,
Board of Directors in their meeting held on July 29, 2021, 2014 are given in Annexure -IV forming part of this Report.
had extended the scope of the Committee and renamed
it to “Risk & Sustainability Committee”. In said meeting, 29. Disclosures as per the Sexual Harassment of Women
the Board had also reconstituted the Risk & Sustainability at Workplace (Prevention, Prohibition & Redressal)
Committee, after nominating Mr. Anurag Dalmia as a Act, 2013
member of the Committee with effect from July 29, 2021.
Your Company is committed to creating and maintaining
The Risk Management Committee consists of five a secure work environment where its employees, agents,
Executive and Non-Executive directors comprising of Mr. vendors and partners can work and pursue business
Arun Kumar Jain, as Chairman of the Committee and Mr. together in an atmosphere free of harassment, exploitation
Anurag Dalmia, Mr. R S Jalan, Mr. Raman Chopra and Mr. and intimidation. To empower women and protect women
Neelabh Dalmia, as members of the Committee. The details against sexual harassment, and as per the requirement
of Committee and other particulars are also set out in the of the Sexual Harassment of Women at Workplace
Corporate Governance Report forming part of the Board’s (Prevention, Prohibition & Redressal) Act, 2013 (“POSH
Report. The policy on Risk Management as approved Act”) and Rules made thereunder, a policy for prevention of
by the Board is uploaded on the Company’s website sexual harassment had been made and Internal Complaints
www.ghcl.co.in. Committee had been set up at all major locations of the
Company. This policy allows employees to report sexual
Your company believes that several factors such as harassment at the workplace. The Internal Committee is
advancements in technology, prevalent geo-political empowered to look into all complaints of sexual harassment
environment and stringent regulatory and environmental and facilitate free and fair enquiry process with clear
requirements have consequential impacts across the value timelines. To build awareness in this regard, the Company
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B o ard ’s Re p o r t S tatu to r y Repor t s
has been conducting various programme on a continuous performed by the internal, statutory, secretarial and cost
basis. There are no complaints reported during the year auditors and external agencies including audit of internal
under POSH. financial controls over financial reporting by the statutory
auditors and reviews performed by the management
30. Statutory Auditors and relevant Board Committees, including the Audit &
Compliance Committee, the Board is of the opinion that
Your directors would like to inform that in the 38th AGM
the Company’s internal financial controls were adequate
held on June 19, 2021, M/s S. R. Batliboi & Co. LLP, Chartered
and effective during financial year 2021-22. Accordingly,
Accountants (ICAI Firm Reg. No. 301003E / E300005), was
pursuant to Section 134(5) of the Companies Act, 2013,
re-appointed as statutory auditors of the Company for a
the Board of Directors, to the best of their knowledge and
period of five consecutive years i.e. from the conclusion
ability confirm that:
38th AGM till the conclusion of 43rd AGM.
a. in the preparation of the annual accounts for the financial
M/s S. R. Batliboi & Co. LLP has audited the books of
year ended March 31, 2022, the applicable accounting
accounts of the Company for the financial year ended
standards have been followed along with proper
March 31, 2022 and has issued the Auditors’ Report thereon.
explanation relating to material departures, if any;
There are no qualifications or reservations on adverse
remarks or disclaimers in the said report. Further, there are b. such accounting policies as mentioned in the Notes
no frauds has been reported by the Auditors to the Audit & to the Financial Statements have been selected and
Compliance Committee or the Board under Section 143(12) applied them consistently and made judgments and
of the Companies Act, 2013. estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
31. Auditor’s Report
Company as at March 31, 2022 and of the profit and
There is no qualification, reservation, adverse remark loss of the Company for the financial year ended
or disclaimer made by the Statutory Auditors and/or March 31, 2022;
Secretarial Auditors of the Company in their report for the
c. the proper and sufficient care has been taken by
financial year ended March 31, 2022. Hence, they do not
them for the maintenance of adequate accounting
call for any further explanation or comment u/s 134 (3) (f) of
records in accordance with the provisions of the
the Companies Act, 2013.
Companies Act, 2013 for safeguarding the assets of the
32. Cost Auditors Company and for preventing and detecting fraud and
other irregularities;
In terms of Section 148 of the Companies Act, 2013, the
Company maintains cost records as per the requirement d. the annual accounts for the financial year ended
and a Cost Accountant conducts audit of said cost records. March 31, 2022 have been prepared by them on a
In this connection, the Board of Directors of the Company going concern basis;
has on the recommendation of the Audit & Compliance
e. proper Internal financial controls have been followed by
Committee, approved the appointment of M/s R J Goel &
the company and that such internal financial controls
Company, Cost Accountants, New Delhi as Cost Auditors
are adequate and were operating effectively; and
of the Company for all its divisions (i.e. Soda Ash & Yarn) for
the financial year ending March 31, 2023. f. proper systems to ensure compliance with the
provisions of all applicable laws were in place and that
Further, the Cost Audit Report for the financial year ended
such systems were adequate and operating effectively.
March 31, 2022 as provided by M/s R J Goel, Cost Auditor
does not have any qualification or adverse remarks which 34. General Disclosures
require any clarification/ explanation.
Your Directors state that no disclosure or reporting is
33. Directors’ Responsibility Statement required in respect of the following matters as there is no
transaction on these items during the year under review:
Based on the framework of internal financial controls
established and maintained by the company, work
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Board’s Report
(i) Details relating to deposits covered under Chapter V of 35. Acknowledgement
the Act.
The Board of Directors express their gratitude to customers,
(ii) Issue of equity shares with differential rights as to vendors, dealers, investors, business associates and bankers
dividend, voting or otherwise. for their continued support during the year. Your Directors
place on record their appreciation of the commitment
(iii) Issue of shares (including sweat equity shares) to and contribution made by the employees at all levels. Our
employees of the Company under any scheme save resilience to meet challenges was made possible by their
and except Employees’ Stock Options Schemes hard work, solidarity, cooperation and support.
referred to in this Report.
The Board would like to express its sincere thanks to the
(iv) The Company does not have any scheme of provision Government of India, the State Governments, statutory
of money for the purchase of its own shares by authorities and other government agencies for their support
employees or by trustees for the benefit of employees. and look forward to their continued support in the future.
(v) No significant or material orders were passed by the For and on behalf of the
Regulators or Courts or Tribunals, which impact the going Board of Directors of GHCL Limited
concern status and Company’s operations in future.
10 0
B o ard ’s Re p o r t S tatu to r y Repor t s
Annexure-I
GHCL ESOS GHCL ESOS GHCL ESOS GHCL ESOS GHCL ESOS
2015 – 2015 – 2015 – 2015 – 2015 –
Grant 3 Grant 5 Grant 6 Grant 7 Grant 8
Sl.
Particulars (Date of
No. (Date of (Date of (Date of (Date of
grant –
grant – April grant – April grant – April grant – April
October 24,
25, 2018) 25, 2018) 25, 2018) 25, 2018)
2017)
1 Total no. of options in force (as on April 1, 2021) 7,500 5,50,000 20,000 30,000 60,000
2 Options granted during the year 0 0 0 0 0
3 Options vested during the year 0 3,15,000 5000 7500 10000
4 Options exercised during the year 0 3,15,000 5000 7500 10000
5 The total number of shares arising as result of 0 3,15,000 5000 7500 10000
exercise of option
6 Options lapsed during the year 0 25,000 0 0 0
7 The exercise price Rs. 170 per Rs. 150 per Rs. 150 per Rs. 150 per Rs. 150 per
share share share share share
8 Variation of terms of option No variation No variation No variation No variation No variation
9 Money realised by exercise of options (Rs. In 0 4.725 0.075 0.1125 0.15
Crore)
10 Total number of options in force 7,500 2,10,000 15,000 22,500 50,000
11 Employee wise details of options granted to:
(i) Key Managerial Personnel Nil Nil Nil Nil Nil
(ii) Any other employee who receives a Nil Nil Nil Nil Nil
grant of options in any one year of option
amounting to 5% or more of options
granted during that year
(iii) Employees who were granted option, Nil Nil Nil Nil Nil
during any one year, equal to or exceeding
1% of the issued capital (excluding
outstanding warrants and conversions) of
the company at the time of grant.
12 Pricing formula The exercise price may vary for each Grant. Exercise price will be
determined by the Committee at the time of each grant, in conformity with
the ‘Guidance Note on Accounting for employee share-based Payments’ or
Accounting Standards as may be prescribed by the Institute of Chartered
Accountants of India from time to time. Committee may determine exercise
price which may be at discount to the market value but shall not be less
than the face value of shares.
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
GHCL ESOS GHCL ESOS GHCL ESOS GHCL ESOS GHCL ESOS
2015 – 2015 – 2015 – 2015 – 2015 –
Grant 3 Grant 5 Grant 6 Grant 7 Grant 8
Sl.
Particulars (Date of
No. (Date of (Date of (Date of (Date of
grant –
grant – April grant – April grant – April grant – April
October 24,
25, 2018) 25, 2018) 25, 2018) 25, 2018)
2017)
13 Diluted Earnings Per Share (EPS) pursuant
to issue of shares on exercise of Option
0.20
calculated in accordance with Accounting
Standard AS-20.
14 Difference between the employees 0.09 3.62 0.28 0.41 0.96
compensation cost based intrinsic value of
the stock and the fair value of the year and its
impact on profits and EPS of the Company
15 a) Weighted average exercise price of Rs. 170.00 Rs. 150.00 Rs. 150.00 Rs. 150.00 Rs. 150.00
options
b) Weighted average fair value of options Rs. 113.86 Rs. 172.58 Rs. 183.63 Rs. 183.03 Rs. 192.36
16 Method and significant assumptions used to Black – Black – Black – Black – Black –
estimate the fair values of options Scholes Scholes Scholes Scholes Scholes
model model model model model
(i) Risk free interest rate 6.762% 7.65% 7.65% 7.65% 7.65%
(ii) Expected life 2 years (for 2 years (for 3 years (for 3 years (for 4 years (for
50% vesting) 1/3rd vesting), 1/3rd vesting), 1/3rd vesting), 1/3rd vesting),
& 3 years (for 3 years (for 4 years (for 4 years (for 5 years (for
balance 50% 1/3rd vesting) 1/3rd vesting) 1/3rd vesting) 1/3rd vesting)
vesting) and 4 years and 5 years and 5 years and 6 years
(for balance
(for balance (for balance (for balance
1/3rd vesting)
1/3rd vesting) 1/3rd vesting) 1/3rd vesting)
(iii) Expected volatility 36.77% 39.51% 39.51% 39.51% 39.51%
(iv) Expected dividend NIL NIL NIL NIL NIL
(v) Market price of the underlying share on Rs. 251.05 Rs. 286.50 Rs. 286.50 Rs. 286.50 Rs. 286.50
grant date*
* The closing price of the Company’s share on the date previous to the grant on NSE, being Exchange which had higher trading.
10 2
B o ard ’s Re p o r t S tatu to r y Repor t s
Annexure-II
DISCLOSURE OF MANAGERIAL REMUNERATION
A Ratio of remuneration of each Director to the Median remuneration of the employees of the Company
for the F Y 2021-22 as well as percentage increase in remuneration of each Director
% Change in
Ratio to Median
Particulars remuneration over
Remuneration
previous year
Non Exceutive Director
Mr Sanjay Dalmia 62.38 99.15
Mr. Anurag Dalmia 52.38 96.99
Mr.Lavanya Rastogi 27.12 96.14
Mrs. Vijaylaxmi Joshi 29.79 89.81
Dr. Manoj Vaish 30.26 93.19
Mr. Arun Kumar Jain 28.99 91.21
Justice (Retd.) Ravindra Singh 29.26 92.97
Executive Directors
Mr. R S Jalan 1012.32 147.62
Mr. Raman Chopra 583.56 145.97
Mr. Neelabh Dalmia 167.01 77.37
Percentage increase in remuneration of Mr. Bhuwneshwar Mishra, Sr. GM Sustainability & Company Secretary is 23.18%
C Number of Permanent employees on the roll of the Company (including HT division) as on 31/03/2022 5117
% Change in
D Particulars
remuneration
Average percentile increase in Salary of employees other than managerial personnel 8.44%
Average percentile increase in remuneration of managerial personnel 168.64%
E Affirmation
It is affirmed that the remuneration paid to the directors, key managerial personnel and other employees are as per the
Remuneration Policy of the Company.
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Information as per Rule 5 (2) of the Companies (Appointement and Remuneration of Managerial
Personnel ) Rules 2014
List of Top Ten Employees and / or other employees who have been paid Rs. 8.5 Lacs or above per month during the year 2021-22
Date of
Gross Experience Previous employment
Sl. Educational commencement
Employee Name Age Designation Remuneration (Years) and designation
No. Qualification of Employment
* (Rs) 21-22
*The details in the above table are on accrual basis for better comparability with the KMP remuneration disclosures included in other sections of this Annual
Report. Gross remuneration includes the Commission and / or fixed pay, variable pay, retiral benefits and the perquisite value of stock incentives exercised
during the period, determined in accordance with the provisions of the Income-tax Act, 1961 as applicable. Accordingly, the value of stock incentives granted
during the period is not included. The number of stock incentives granted in fiscal 2021 is included in the table above.
The aforementioned employees have / had permanent employment contracts with the Company
None of the Employees mentioned above are holding 2% or more of the paid-up equity share capital of the Company as per Clause (iii) of sub-rule (2) of Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
** Mr. Neelabh Dalmia is a relative of Mr. Sanjay Dalmia and Mr. Anurag Dalmia, promoter Director of the Company
Separation during the year MrV Chandramouli retired on April 30, 2021
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Annexure-III
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
CSR Report for the financial year ended March 31, 2022
[Pursuant to Section 135 of the Companies Act, 2013]
1 A brief outline of the Company’s CSR GHCL’s commitment to the development of weaker sections of society is
policy, including overview of projects continuing since more than two decades. GHCL through its “GHCL Foundation
or programmes proposed to be Trust” has upgraded its CSR activities to cover a larger section of the society
undertaken and a reference to the web- and included to provide support to the downtrodden, needy and marginalized
link to the CSR policy and projects or citizens and also to create social infrastructure for their sustenance. The
programmes. CSR Policy is posted on the website of the Company. Any body may visit
www.ghcl.co.in
Number of
Number of
meetings of
Sl. Meetings of CSR
Name of Director Designation/Nature of Directorship CSR Committee
No. Committee held
attended
during the year
during the year
i Mr. Anurag Dalmia Non-Executive -Vice Chairman 2 2
ii Mrs. Vijaylaxmi Joshi Independent Director 2 2
iii Mr. R S Jalan Managing Director 2 2
iv Mr. Raman Chopra CFO & Executive Director (Finance) 2 2
v Mr. Neelabh Dalmia Executive Director (Textiles) 2 2
3 Provide the web-link where Composition of CSR committee, CSR Policy and CSR https//www.ghcl.co.in/code of
projects approved by the board are disclosed on the website of the company. conduct
4 Provide the details of Impact assessment of CSR projects carried out in N.A.
pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social
responsibility Policy) Rules, 2014, if applicable (attach the report).
5 Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of N.A.
the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount
required for set off for the financial year, if any
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
Anexure-III
6 Average net profit of the company as per section 135(5). 489.24
7 (a) Two percent of average net profit of the company as per section 135(5) 9.79
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. 0.00
(c) Amount required to be set off for the financial year, if any 0.00
(d) Total CSR obligation for the financial year (7a+7b-7c). 9.79
10 6
8 (b) Details of CSR amount spent against ongoing projects for the financial year:
1 Roof Rain Water Harvesting Water Resource Yes All (1) Sutrapada, Dist. Ongoing 0.56 0.62 0.00 No GHCL CSR00002359
and Village Water Development manufacturing Gir Somnath (2) projects / Foundation
Distribution System & Jal Programme site of GHCL Rajula, Dist. Amreli Multi year Trust -
Jivan Mission (Drinking water) Ltd. in the (3) Ghogha, Dist. Sutrapada
state of Bhavnagar (4)
Gujarat & Bhilad, Dist. Valsad
Tamilnadu (5) Madurai Dist.(6)
Mandvi, Dist. Kutchh
2 Drip Irigation, Sprinkler Agro based Do Do Do Do 3.78 3.85 0.00 No Do Do
Irrigation, Training , livelihood
Agriculture inputs &other
various activities
3 Vocational Training Centre Skill based Do Do Do Do 0.75 0.74 0.00 No Do Do
livelihood
4 Animal Treatment Camp Animal Do Do Do Do 0.76 0.81 0.00 No Do Do
and Artificial Insemination Husbandry
center, Fodder
seeds,Nuetrition Feed
5 Mobile Dispensary, Health Health Do Do Do Do 1.29 0.99 0.00 No Do Do
camps, Vaccination and
Eye & General Health
camps.
6 Site School near Mining Education Do Do Do Do 0.80 0.76 0.00 No Do Do
area, Support To ICDS
,Scholarship and financial
support for higher studies
B o ard ’s Re p o r t
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Annexure-III
8 (c) Details of CSR amount spent against other than ongoing projects for the financial year:
1
2 N. A.
3
Total
Sl.
Particular Amount (in Rs. Cr.)
No.
(i) Two percent of average net profit of the company as per section 135(5) 9.79
(ii)Total amount spent for the Financial Year 9.85
(iii)
Excess amount spent for the financial year [(ii)-(i)] 0.06
(iv)Surplus arising out of the CSR projects or programmes or activities of the previous financial 0
years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0
9 (a) Details of Unspent CSR amount for the preceding three financial years:
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9 (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Amount Cumulative
Total spent on amount
Financial Status of
amount the project spent at
Year in the
Sl. Name of the Project allocated in the the end of
Project ID. which the project -
No. Project duration for the reporting reporting
project was Completed
project Financial Financial
commenced. /Ongoing
(in Rs. Cr.) Year (in Rs. Year.(in Rs.
Cr.) Cr.)
1 FY31.03.2021_2 Drip Irigation, 2020-21 36 Month 4.07 0.25 4.07 Completed
Sprinkler Irrigation,
Training and other
various activities
2 FY31.03.2021_4 Animal Treatment 2020-21 36 Month 0.79 0.09 0.79 Completed
Camp and Artificial
Insemination center
3 FY31.03.2021_5 Mobile Dispensary, 2020-21 36 Month 1.40 0.37 1.40 Completed
Health camps,
Vaccination and
Eye camps;
4 FY31.03.2021_6 Site School 2020-21 36 Month 0.54 0.06 0.54 Completed
near Mining
area, Uniform,
Scholarship and
financial support for
higher studies
Total 6.80 0.77 6.80
10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so NIL
created or acquired through CSR spent in the financial year
(asset-wise details). NIL
(a) Date of creation or acquisition of the capital asset(s). NIL
(b) Amount of CSR spent for creation or acquisition of capital asset. NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset NIL
is registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and NIL
location of the capital asset).
11 Specify the reason(s), if the company has failed to spend two per cent of the average net profit NA
as per section 135(5).
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Anexure-IV
A. CONSERVATION OF ENERGY
5 Improvisation in Power Factor to reduce the line losses 2 Conversion of old RO inefficient plant (150 m3/Hr) by
and voltage at motor terminal to avail additional rebate energy efficient RO plant at Soda Ash Unit.
from the electricity supply company at Home Textile
3 Installation of Energy efficient RO plant of 150 m3/Hr is
Unit.
under progress at Soda Ash Unit.
6 Energy conservation by providing timer based
4 Condensing cum back pressure turbine TG -V (18.5)
drain valve to air receiver in compressor instead of
MW installation is under progress for better steam
continuous open valve at Home Textile Unit.
power balance at Soda Ash Unit.
7 Energy saving by arresting different air leakages in the
5 Replacement of conventional lights by LED lights at all
compressed air system during energy audit at Home
Units.
Textile Unit.
6 Energy Audit by external agency M/S TERI has been
8 Coal saving by utilizing hot water return from Caustic
planned for entire plant at Soda Ash Unit.
recovery plant for process hot water requirements at
Home Textile Unit. 7 Implementation of Relative Humidity (RH) based plant
control and carry out improvement in Humidification
9 Energy conservation by repair, improving thermic fluid
plants at Madurai Yarn Unit.
heater system and steam line thermal insulation at
Home Textile Unit.
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Anexure-IV
5 Consumption per Unit of Production
Electricity ( kwh/MT )
Production (MT) Year ended Year ended
March 31, 2022 March 31, 2021
Soda Ash 1,089,882 270.08 277.59
Salt 18,308 33.45 35.61
Yarn 29,022 4.01 4.33
Cloth ( Fabric '000 Meters) 39,710 0.95 1.00
Coal -Soda Ash (MT/MT) 1,089,882 0.23 0.25
Lignite - Soda Ash (MT/MT) 1,089,882 0.17 0.10
Petroleum Coke - Soda Ash (MT/MT) 1,089,882 0.10 0.12
manufacture of soda ash using selective catalytic 4 Information Regarding Technology imported during
conversion technology considering scarce availability last three year
of quality raw materials.
Know how for 250 MT per day carbonation tower
b ) ALTERNATIVE BRINE PURIFICATION METHOD :
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II. Products/services
S.
Description of the main activity Description of business activity % of the turnover of the entity
No.
1. Inorganic Chemicals Manufacture of chemicals and 75.64%
chemicals products
2. Cotton Yarn/ Fabrics Spinning and weaving 24.36%
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S.
Product/Service NIC Code % of Total Turnover contributed
No.
1. Inorganic Chemicals 201 75.64%
2. Cotton Yarn/ Fabrics 131/139 24.36%
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16. Number of locations where plants and/or operations/offices of the entity are situated:
a. Number of locations
Locations Number
National (No. of States) 22 States and 3 Union territories
International (No. of Countries) 19
b. What is the contribution of exports as a percentage of the total turnover of the entity?
7.02%
GHCL caters to their customers through Chemicals, Yarn and Consumer Products. Details on the product portfolio for the
respective segments is provided in the section ‘GHCL Business’ of the Annual Integrated Report FY 2021-22. Brief about our
segments and customers are given below
Our chemicals segment and consumer products segment caters to both- industrial segment and individual customers. Our
yarn segment caters only to the industrial customers which are mainly textile manufacturing companies.
IV. Employees
S. Male Female
Particulars Total (A)
No. No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 715 656 92% 59 8%
2. Other than Permanent (E) 29 27 93% 2 7%
3. Total employees (D + E) 744 683 92% 61 8%
WORKERS
4. Permanent (F) 2,940 1,235 42% 1,705 58%
5. Other than Permanent (G) 3,199 2,706 85% 493 15%
6. Total workers (F + G) 6,139 3,941 64% 2,198 36%
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FY 2021-22
Particulars
Male Female Total
Permanent Employees 6.1% 10.2% 6.4%
Permanent Workers 13.1% 46.5% 32.5%
* GHCL Textiles Limited is incorporated to facilitate Scheme of demerger of Yarn business. Once process of demerger gets completed this company
will be listed.
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GHCL Limited I n te g rate d An n u al Re p o r t 2021-22
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: YES
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct:
FY 2021-22
Grievance Redressal
Number of
Mechanism in Place
Stakeholder group from whom complaint is Number of complaints
(If Yes, then provide
received complaints filed pending
web link for grievance
during the year resolution at the
redress policy)
close of the year
Communities Yes 22 Nil
Investors (other than shareholders) Yes Nil Nil
Shareholders Yes 8 Nil
Employees and workers Yes Nil -
Customers Yes 79 Nil
Value Chain Partners Yes 19 Nil
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk
along with its financial implications.
Financial
Indicate In case of
S. Material issue Rationale for identifying implications
whether risk risk, approach to adapt or
No. identified the risk/opportunity of the risk or
or opportunity mitigate
opportunity
1 Sustainable Opportunity Shifting towards sustainable NA Positive
product products and packaging solutions
2 Sustainable Opportunity is likely to help in bringing cost NA Positive
packaging savings and allow for more
efficient use of natural resources.
3 Process Opportunity Innovative manufacturing NA Positive
improvement & processes are anticipated to
innovation benefit GHCL by increasing
gross output, reducing time per
unit, and maximising employee
utilisation.
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Financial
Indicate In case of
S. Material issue Rationale for identifying implications
whether risk risk, approach to adapt or
No. identified the risk/opportunity of the risk or
or opportunity mitigate
opportunity
4 Responsible Risk Lack of E&S risk assessment Vendor/ supplier due Negative
value chain by suppliers could result in unit diligence to have E&S
closure, which would have an indicators for evaluation
impact on our output. along with periodic checks
on E&S systems
5 Employee Opportunity GHCL ensures an employee- NA Positive
engagement friendly environment at
the workplace. Employee
engagement initiatives are likely
to reduce attrition and increase
productivity
6 Learning and Opportunity Our HR team fosters a culture NA Positive
development of employee training in core
business and cross-functional
learning so that they can better
understand our customers’
requirements and recommend
the best solutions for adoption.
7 Health and safety Risk Injuries at manufacturing • Process of regularly Negative
facilities have a negative impact updating health and
on employee well-being and safety policies
decrease company productivity. • Identify improvement
areas periodic basis
• Vision of Zero Accident
and Zero Incident as
part of our Sustainability
Vision 2023
8 Human rights Risk Lack of attention toward human GHCL provides a platform Negative
and labour rights violations and labour for its employees and
practices relations may invite protests and workers to freely express
strikes. External stakeholders are their concerns. In addition,
likely to raise concerns about GHCL supports the
these scenarios, which will unionisation of employees
reduce productivity. for the protection of labour
rights.
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We are focused on creating shared value within the business, for our customers, suppliers, employees, communities, and all other stakeholders.
Our Core Values, Respect, Trust, Ownership and Integrated Teamwork, are fostering the fuel for realising our vision and mission i.e., to grow our business
responsibly, with governance, sustainability and responsibly maximising stakeholders’ value.
Measuring, managing, and reporting environmental impact is not only important for the planet and the communities in which we work, it is essential for
the future growth of our business. We have taken action to mitigate climate change and increasingly adaptation is a priority. We are evaluating the climate-
related risks from our business, with the aim of developing a decarbonization map.
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Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
8.
Details of the
highest authority
responsible for
DIN: 00121260
implementation
R. S. Jalan
and oversight
Managing Director
of the Business
Responsibility
policy (ies).
9. Does the entity Yes;
have a specified The Board of Directors of the Company are responsible for risk oversight functions. The Risk & Sustainability Committee provide
Committee of the guidance for implementing the risk management policy across the organisation. The operational heads of each business units are
Board/ Director primarily responsible for implementing the risk management policy of the company and achieving the stated objective of developing
responsible for a risk intelligent culture that helps to improve the company’s performance.
decision making
Our Risk Management Committee has been constituted as per the requirement of Regulation 21 of the Listing Regulations. In order
on sustainability-
to strengthen Company’s position in governance, risk management, sustainability, and compliance (GRC) and for the developing
related issues? If
framework for risk management and stakeholders’ value creation on sustainable basis, the Board of Directors in their meeting held on
yes, provide details
July 29, 2021, had extended the scope of the Committee, and renamed it to “Risk & Sustainability Committee”.
The Risk Management Committee consists of five members, including some Executive and Non-Executive directors. The committe
comprises of Mr. Arun Kumar Jain (Chairman), Mr. Anurag Dalmia (Member), Mr. R S Jalan (Member), Mr. Raman Chopra (Member) and
Mr. Neelabh Dalmia (Member). Furthermore, Mr. Bhuwneshwar Mishra is the secretary of the committee. The details of Committee
and other particulars are mentioned in the Corporate Governance Report which is a part of the Board’s Report. The policy on Risk
Management as approved by the Board is uploaded on the Company’s website - https://ghcl.co.in/corporate-governance-reports.
The business responsibility performance of the company is assessed on a regular basis by the Managing Director, CFO& Executive
Director (Finance) and, Sr. GM-Sustainability & Company Secretary along with respective business heads. Each business units’
updates on various initiatives taken at their respective locations towards responsible business conduct which are reviewed during the
operational review meeting on monthly basis.
10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken by Director / Frequency (Annually/ Half yearly/ Quarterly/ Any other – please
Committee of the Board/ Any other Committee specify)
Performance against Yes, we conduct performance review against all the • Operational Review meeting – monthly
above policies and NGRBC principles. The details are mentioned below: • Risk & Sustainability – at least twice in a year
follow up action • Operational Review (OR) meeting: Review the overall • CSR – at least twice in a year
business risks under the guidance of Managing Director.
• Audit & Compliance Committee – at least 4 times in a year
• Risk & Sustainability Committee: Review the
• Investors Grievance committee – every fortnightly
performance of business risks against each indicator
on periodic basis • Banking & Operations committee – need basis.
• CSR Committee: Reviews the initiative taken on CSR • Nomination & Remuneration Committee – at least once in a year and
on need basis.
• Audit & Compliance Committee: Review the matter
related to the compliance and internal control risks.
• Investor’s grievance Committee: Review the matter
related to the investor’s grievances.
• Banking & Operations committee: Review the matter
related to general authorisation for representing
company before various forums and providing of
authorisation for banking transactions.
• Nomination & Remuneration committee: Review the
matter related to the talent acquisition, Employees
Stock Options, Succession Planning and Board level
appointment and nomination.
The action points on previous meetings are reviewed in the
subsequent meetings and suitable clarifications are taken
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Compliance with The Board of Directors and its various committees review the compliance requirements on quarterly basis. The details are given in
statutory requirements corporate governance report in para 19 (Compliance Management System)
of relevance to
the principles, and
rectification of any
non-compliances
11. Has the entity carried out independent assessment/ evaluation of the working of No
its policies by an external agency? (Yes/No). If yes, provide name of the agency. An internal assessment of the workings of the BR policies has been
conducted. In due course, the Company shall have an external
assurance on the same as well.
12. If answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated: Not applicable
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Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
%age of persons
Total number in respective
of training and Topics / principles covered under the training and its category
Segment
awareness impact covered by the
programmes held awareness
programmes
Board of Directors 3 [Principle - 1] 100%
• Disclosure of Corporate Governance Report U/R 27 of
the Listing Regulations.
• Disclosure requirement w.r.t. Investors / Analysts
meeting.
• System Driven Disclosures under SEBI (Prohibition of
Insider Trading) Regulation.
• Updates on SEBI Takeover Regulations.
• Updates on Non-convertible Debt Securities.
[Principle - 3]
• Updates on ESOP regulations
[Principle - 4]
• Disclosure of Corporate Governance Report U/R 27 of
the Listing Regulations.
[Principle 1 and 4]
• Updates on simplified norms for processing investor’s
services & updating KYC of Shareholders.
[Principle 1 to 9]
• ESG reporting u/r 34 (2) (f) of the Listing Regulations
In addition to the above, functional management has
also engaged the board on following topics ESG and
Integrated Reporting, Business Updates, Export-Import
Global Market Scenario, Forex Management, Role
& Responsibility of Audit Committee, Related Party
Transaction, Capex / Revenue Budget, Shareholding
Pattern, Renewable Energy- Solar Project, Internal
Auditor Report and Action Taken Report (ATR), Code of
Conduct and Other Policies
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2. Details of fines / penalties /punishment/ award/ 4. Does the entity have an anti-corruption or anti-bribery
compounding fees/ settlement amount paid in policy? If yes, provide details in brief and if available,
proceedings (by the entity or by directors / KMPs) provide a web-link to the policy.
with regulators/ law enforcement agencies/ judicial
institutions, in the financial year: Yes, our policy on Ethics, Transparency and Accountability
covers anti-corruption and anti-bribery, which can be found
There were no penalties imposed on the company by the at https://ghcl.co.in/brr-policies. Anti-corruption and anti-
Stock Exchanges or SEBI or any statutory or regulatory bribery policies are being developed and reviewed by our
authority on any matter during the reporting period. Board of Directors. Our organisation has a “zero tolerance”
Similarly, no orders passed by Regulators or Courts which towards any form of bribery and corruption, and we pledge
would adversely impact the company and its future to act professionally, fairly, and with integrity in all of our
operations. Further, there were no incidences of significant business dealings and relationships, regardless of where
fines levied or non-compliance with respect to the we operate.
regulations concerning aspects related to the environment,
labour, health and safety impacts of products and services, 5. Number of Directors/KMPs/employees/workers
marketing communications. against whom disciplinary action was taken by any
law enforcement agency for the charges of bribery/
3. Of the instances disclosed in Question 2 above, details corruption:
of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed: Nil
Not applicable
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Nil. The company endeavors that issues related to conflict of interest shall be dealt with as per policy of the company and
appropriate approval should be taken by the management and suitable disclosures shall be made in annual report.
7. Provide details of any corrective action taken or underway on issues related to fines/penalties / action taken by regulators/
law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable. We would like to state that there were no fines/ penalties imposed by regulators w.r.t. corruption and conflict of
interest.
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No)
If Yes, provide details of the same.
Yes. We have a well-defined process for redressal of situations related to conflict of interest which is mentioned in our Code
of Conduct, and policy for Board and Senior Management. In addition, we have Grievance Redressal Policy which informs our
shareholders about conflict management. During the year under review, we received and resolved eight cases of grievances or
complaints from our shareholders.
As a practice, the company discourage related party transactions. Although, in exceptional circumstances, appropriate approval
mechanism is in place to obtain approval of Board / Audit committee and shareholders, which may arise during the course of
business activities. Further, interested director is prohibited in decision making process related to Related Party Transaction (RPT).
PRINCIPLE 2 : Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (CAPEX) investments in specific technologies to improve the environmental
and social impacts of products and processes to total R&D and CAPEX investments made by the entity, respectively.
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Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for the manufacturing
industry) or for its services (for the service industry)? If yes, provide details:
Whether Results
Name of % of total Boundary for which the Life conducted by communicated in
NIC
Product Turnover Cycle Perspective / independent public domain
Code
/Service contributed Assessment was conducted external agency (Yes/No) If yes,
(Yes/No) provide the web-link.
24117 Soda ash Soda ash division No No
We have an standard operating procedures (SOP) which is applicable for all our plants. It covers the environmental aspects of
GHCL activities, products, and services that it can control or influence, as these may offer the greatest opportunity to reduce
resource use and minimize pollution or waste.
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
safely disposed:
FY 2021-22
Re-Used Recycled Safely Disposed
Plastics (including packaging) - 2,677 MT through -
M/S Shakti
plastics
E-waste - - 4.03 MT
Hazardous waste - - 16.99 MT
Other waste - - 1,26,720 MT
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PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains
Essential Indicators
% of employees covered by
Health Accident Maternity Paternity Day Care
Category Total insurance insurance benefits Benefits facilities
(A) Number % (B / Number % (C / Number % (D / Number % (E / Number % (F /
(B) A) (C) A) (D) A) (E) A) (F) A)
Permanent employees
Male 656 656 100% 656 100% N.A. N. A 656 100% 51 8%
Female 59 59 100% 59 100% 59 100% N.A. N.A. 17 29%
Total 715 715 100% 715 100% 59 8% 656 92% 68 10%
Other than Permanent employees
Male 27 21 172% 21 78% N.A. N.A. 0% 0 0 33%
Female 2 0 0 0 0 0 0 N.A. N.A. 0 0
Total 29 21 72% 21 72% 0 0% 0 0% 9 31%
% of workers covered by
Health Accident Maternity Paternity Day Care
Category Total insurance insurance benefits Benefits facilities
(A) Number % (B/ Number % (C / Number % (D / Number % (E/ Number % (F /
(B) A) (C) A) (D) A) (E) A) (F) A)
Permanent workers
Male 1,235 1,235 100% 1,235 100% N.A. N.A. 0 0% 0 0%
Female 1,705 1,705 100% 1,705 100% 1,705 100% N.A. N.A. 14 1%
Total 2,940 2,940 100% 2,940 100% 1,705 58% 0% 0% 14 0.5%
Other than Permanent workers
Male 2,706 2,706 100% 2,706 100% N.A. N.A. 0 0 0 0%
Female 493 493 100% 93 100% 69 14% N.A. N.A. 0 0%
Total 3,199 3,199 100% 3,199 100% 69 2% 0 0% 0 0%
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FY 2021-22
Deducted and deposited
Benefits No. of employees covered as a No. of workers covered
with the authority (Y/N/
% of total employees as a % of total workers
N.A.)
Provident Fund 100% of the permanent 100% of the permanent Yes
employees are covered under workers are covered under
Provident Fund Provident Fund
Gratuity 100% of the permanent 100% of the permanent Yes
employees are covered under workers are covered under
Gratuity Gratuity
ESI 15% 81% Yes
3. Accessibility of workplaces: Are the premises / offices of the entity accessible to differently abled employees and
workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being
taken by the entity in this regard
Ramps are available at all of our locations to make it easier for those with disabilities to move around. Most of our offices include
elevators and infrastructure for people with disabilities. Our Ahmedabad office, however, does not meet the requirements of the
Rights of Persons with Disabilities Act, 2016, but we are working on making it more accessible to people with efferently able ({Xì`m”)
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a
web-link to the policy.
Yes. In accordance with the rules of the Rights of Persons with Disabilities Act of 2016, our company has implemented a non-
discrimination policy. We are committed to being an equal opportunity employer who provides a welcoming and discrimination-free
environment for all of our employees. Our non-discrimination policy is available on our intranet and is accessible to all employees.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker?
If yes, give details of the mechanism in brief.
Yes/No
(If Yes, then give details of the mechanism in brief)
Permanent Workers Yes.
Other than Permanent Workers Yes. We have always believed in open and transparent
communication. Employees are encouraged to share their
concerns with their business heads, HR, or the members of the
senior management through trade unions.
Permanent Employees Yes. We have a Grievance Redressal Mechanism in place where
Other than Permanent Employees in the grievances are received and redressed
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FY 2021-22
No. of employees / workers
Total employees /
Category in respective category, who
workers in respective % (B / A)
are part of association(s) or
category (A)
Union (B)
Employees
Permanent 715 0 0%
Other than permanent 29 0 0%
Total 744 0 0%
Workmen *
Permanent 2,940 1,037 35%
Other than permanent 3,199 180 6%
Total 6,139 1,217 20%
*At Soda Ash Division, 100% of permanent workmen are part of associations/trade unions. The contractual labour or ‘other than permanent’ workmen
are not part of any union. At Yarn Division, 18% of permanent workmen are part of associations/trade unions. The contractual labour or ‘other than permanent’
workmen are not part of any union. At CPD Division, 100% of permanent and other than permanent workmen are part of associations/trade unions.
FY 2021-22
Category On Health and safety measures On Skill upgradation
Total (A)
No. (B) % (B / A) No. (C) % (C / A)
Employees
Male 683 293 43% 447 65%
Female 61 0 0% 27 44%
Total 744 293 40% 474 63%
Workmen
Male 3,941 3,100 79% 214 5%
Female 2,198 649 30% 2 0%
Total 6,139 3,749 61% 216 4%
FY 2021-22
Category
Total (A) No. (B) % (B / A)
Employees
Male 656 460 70%
Female 59 23 39%
Total 715 483 68%
Workers
Male 1,235 597 48%
Female 1,705 15 1%
Total 2,940 612 21%
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10. Health and safety management system: the risk in the workplace. It includes identifying,
assessing, and controlling the potential risks/
a. Whether an occupational health and safety hazards to ensure safety of our people
management system has been implemented by the
entity? If yes, the coverage such system ∞ Investigation of incidents: Our prompt incident
investigations help us in identifying root causes
Yes, we have implemented occupational health and safety of unsafe conditions. Our incident investigation
management system. As a responsible organisation, team with the management identifies ways to
we consider health and safety parameters as critical prevent similar incidents from happening in the
aspects of our progress and also have established a future. We ensure that all the employee follows
robust approach to manage safety risks to eliminate the requirements for incident investigation
occupational hazards and workplace injuries for our documentation and reporting specified under
employees and contractors working within our premises. occupational Health and Safety Regulation.
Over the years, we have put great efforts on strengthening
our safety management system at all locations on the b. What are the processes used to identify work-
basis of the globally recognised ISO 45001:2018.. ISO related hazards and assess risks on a routine and
45001:2018, the new international certification standard non-routine basis by the entity?
in Occupational Health and Safety Management Systems
(OHSMS), supports us in implementing a comprehensive Our Safety Management System have set up
approach to occupational health and safety and in requirements under Safety Policies for OHS
improving upon an existing OHSMS. Our occupational improvements, SOPs, work instructions, daily record-
health and safety management system encompasses keeping and reporting in place to ensure that daily
more than health and safety program, it includes health routine operations are carried out in accordance
and safety policies, systems, standards, and records, with our HSE policy. We assist our employees and
and involves incorporating health and safety activities contractors in being aware to potential hazards by
and program into our business processes. In addition, to conducting task and workplace hazard identification
ensure an effective OHS management system, we have and risk assessments, which helps to reduce risk. Our
taken below mentioned steps: hazard identification and risk assessment guidance
document provides employees a strategy to identifying,
∞ Management leadership and commitment: analysing, assessing, and evaluating various risks. It
Our Senior Management provides the vision, also entails evaluating new technologies to ensure that
establishes policy, sets goals, and provides they are handled safely. We have also placed measures
resources to lead and support the implementation such ‘HSE scorecard system’ and a custom-made
of OHS management programs and system. app reporting system ‘G-SOS’ for our employees that
are currently in the system. We maintain a WhatsApp
∞ Safe work procedures and written instructions: group exclusively for Near miss, Unsafe act & Unsafe
The safe work procedures and practices ensure Condition where regular updates are received and
that everyone in GHCL knows their responsibilities acted upon.
and are performing their duties effectively.
We ensure that identified near misses, unsafe acts, and
∞ Health and safety training and instruction: unsafe conditions will be remedied within 21 hours of
We ensure that everyone in the workplace the incident or within a maximum of 7 days. We have
(from senior management to frontline workers) also made it mandatory to wear safety belts when
understand their responsibilities when it comes to working at heights or with machines. Work permits are
implementing and maintaining a healthy and safe issued by an authorised person who ensures that the
workplace. work is provided to a person who is familiar with the
work environment and dangers involved in order to
∞ Identifying hazards and managing risk: We
reduce risk for a job where some of the actions done
have systems in place which helps us in managing
are hazardous.
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participation in incident reporting, safety observations, and 4. Does the entity provide transition assistance
near-miss reporting is a priority for us. The corrective steps programs to facilitate continued employability and
performed during incident investigations are presented at the management of career endings resulting from
quarterly meetings, and appropriate actions are taken to retirement or termination of employment? (Yes/ No)
ensure their effective implementation.
Yes, we provide transition assistance programs for the
retired employees. Interested retired employees are often
Leadership Indicators hired as consultants on a fixed term employment on need
basis.
1. Does the entity extend any life insurance or any
compensatory package in the event of death of (A) 5. Details on assessment of value chain partners:
Employees (B) Workers.
Yes, all employees and workers of GHCL are covered under % of value chain partners (by
Group Accident Policy. In addition, benefits like Mediclaim Policy value of business done with such
and Group term insurance are also provided to employees partners) that were assessed
Health and safety Approximately 10% of value chain
2. Provide the measures undertaken by the entity to
practices partners have been assessed.
ensure that statutory dues have been deducted and
Working
deposited by the value chain partners.
Conditions
Our admin department looks after the contractual
6. Provide details of any corrective actions taken or
employees and ensures that statutory dues are being
underway to address significant risks / concerns arising
deducted and deposited by the value chain partners
from assessments of health and safety practices and
every month. In addition, we have a robust system
working conditions of value chain partners.
and compliance tacker tool which ensures effective
management and reporting of the statutory dues of the Our people are at the heart of our business’s success, and
value chain partners. Our admin department ensures that their health and safety are of the utmost importance to us.
statutory dues such as PF, Gratuity etc. are deducted and During the reporting year, we provided capacity building
deposited by the value chain partners every month. to all of our civil contractors, instructing them on how to
observe all relevant safety standards, such as wearing a
3. Provide the number of employees / workers having
safety belt. In addition, relevant workshops were conducted
suffered high consequence work-related injury /
by the individual team members for workers who were
ill-health / fatalities (as reported in Q11 of Essential
injured while working. Following the injury, the sessions
Indicators above), who have been are rehabilitated
were held to determine the cause and take corrective
and placed in suitable employment or whose family
measures to establish a more robust safety system.
members have been placed in suitable employment:
No. of employees/
PRINCIPLE 4 Businesses should respect the
workers that are
interests of and be responsive to all its stakeholders
Total no.
rehabilitated and placed
of affected
in suitable employment Essential Indicators
employees/
or whose family members
workers 1. Describe the processes for identifying key stakeholder
have been placed in
suitable employment groups of the entity.
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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Frequency of
Whether
Channels of communication engagement
identified as Purpose and scope of
(Email, SMS, Newspaper, (Annually/
Stakeholder Vulnerable & engagement including key topics
Pamphlets, Advertisement, Half yearly/
Group Marginalized and concerns raised during such
Community Meetings, Notice Quarterly /
Group (Yes/ engagement
Board, Website), Other others – please
No)
specify)
Investors No • Annual General Meeting Quarterly and • Establishing long
• Quarterly earning calls and Event based communication channel with
presentation our investor
• Investor conferences • Providing updates in our
• Press releases and key strategic decision and
newsletters also updates our annual
• Regular disclosures to performances
stock Exchange • Taking feedback for improving
• Updates on website of the our services
Company
Suppliers No • Suppliers / Vendors meet Monthly and • Payment terms
• Suppliers’ feedback and need-based • Growth of suppliers
periodic site visits • Fair and transparent dealing
• VENDX portal • Loading/ unloading
infrastructure
• Hygiene and sanitation
infrastructure
• Safety system and
performance
Employees No • MD Speaks Quarterly and • Providing updates on our
Town Hall Meeting need-based quarterly financial performance
Shop floor meeting • Taking feedback for system
• GHCL TEA (Think, improvement
Experiment and Adopt) • Exploring new ideas for
• MILAP (Medium for business opportunity
interactive, Lateral and • Develop a culture of learning
Actionable Partnership) organization
• DISHA meeting • Resolving grievance if any
• Engagement survey
• Monthly and quarterly
publications and
newsletter
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Frequency of
Whether
Channels of communication engagement
identified as Purpose and scope of
(Email, SMS, Newspaper, (Annually/
Stakeholder Vulnerable & engagement including key topics
Pamphlets, Advertisement, Half yearly/
Group Marginalized and concerns raised during such
Community Meetings, Notice Quarterly /
Group (Yes/ engagement
Board, Website), Other others – please
No)
specify)
Community No • Community meetings and Ongoing • Livelihood support
visits • Hygiene and sanitation facilities
• Participatory rural • Healthcare facilities
appraisals including • Education
focus group discussion, • Local employment
awareness camps, • Infrastructure development
exposure, and training • Air and water pollution
visits for beneficiaries • Resource optimization
• Interaction for local bodies
Customers No • Customer satisfaction Ongoing • Product quality
surveys • Delivery
• Direct customer • Customer connect
relationship management • Credit period and transparent
satisfaction initiatives payment terms
• Regular customer / • Packaging
distributor notes • Health and safety aspects
• Innovation
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GHCL has been working towards upliftment of the communities around its plants in the areas of animal husbandry, agriculture,
healthcare, and education We connect with the marginalised and vulnerable elements of our society on a regular basis as a
responsible corporate citizen. We used a variety of methods to identify vulnerable and marginalised stakeholders, including
desktop research, targeted group discussions, and social need assessments Our major engagement channels are with
communities benefiting from our CSR interventions. We engage with them frequently through need assessment and other
participatory methods to understand their needs and the impact that has been created after our interventions. We have also
provided crucial Covid-19 assistance to our most vulnerable stakeholders, including communities and farmers.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity:
FY 2021-22
Category No. of employees /
Total (A) % (B / A)
workers covered (B)
Employees*
Permanent 715 715 100%
Other than permanent 29 29 100%
Total 744 744 100%
Workmen
Permanent 2,940 181 6%
Other than permanent 3,199 0 0%
Total 6,139 181 3%
*All our employees have signed the Code of Conduct which highlights the salient features of our human rights policies.
FY 2021-22
Category Equal to Minimum Wage More than Minimum Wage
Total (A)
No. (B) % (B / A) No. (C) % (C / A)
Employees
Permanent
Male 656 0 0 656 100%
Female 59 0 0 59 100%
Other than Permanent
Male 27 0 0 27 100%
Female 2 0 0 2 100%
Workmen
Permanent
Male 1,235 0 0% 1,235 100%
Female 1,705 0 0% 1,704 100%
Other than Permanent
Male 2,706 1,858 69% 848 31%
Female 493 67 14% 426 86%
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3. Details of remuneration/salary/wages:
Male Female
Median Median
remuneration/ remuneration/
Number salary/ wages Number salary/ wages
of respective of respective
category category
Board of Directors (BoD) 9 78,60,000 1 44,70,000
Key Managerial Personnel 3 4,56,14,484 Nil Not applicable
Employees other than BoD and 923 6,20,411 78 3,34,297
KMP
Workers 2,223 1,87,778 1,890 1,12,224
4. Do you have a focal point (Individual/ Committee) digitalizing this whole policy. The motive of this policy is to
responsible for addressing human rights impacts or ensures grievance are dealt in line with grievance redressal
issues caused or contributed to by the business? procedures. Under this policy, two level of committees are
formed. If the response for the grievance/issue raised from
Yes, we have a grievance redressal committee that has
first level of committee was not found satisfactory than
been established to assist in the resolution of human rights
the issue can be escalated to another level of committee
impacts or issues that arise throughout the course of
with proper explanation. Further, final response must be
operations.
communicated within 30 days to the complainant.
5. Describe the internal mechanisms in place to redress
6. Number of Complaints on the following made by
grievances related to human rights issues.
employees and workers:
GHCL ensures that human rights are strictly adhered to.
We have constituted human rights policy and adherence FY 2021-22
to the policy is critical to us. Our POSH and Grievance Pending
Filed during
Redressal Committee plays a major role to redress human resolution at
the year
rights related issues, if any. The details of working of both the end of year
the committee are explained below:
Sexual Harassment NIL NIL
POSH Committee Discrimination at NIL NIL
workplace
GHCL has zero tolerance towards sexual harassment at Child Labour NIL NIL
the workplace and upholds the responsibility to identify Forced Labour/ NIL NIL
and prevent sexual harassment. We have adopted policy Involuntary Labour
on prevention, prohibition, and redressal of sexual Wages NIL NIL
harassment at workplace in line with the provisions of the Human Rights NIL NIL
Sexual Harassment of Women at Workplace (Prevention, Issues
Prohibition and Redressal) Act. This policy is applicable to
all the employees and workers in GHCL. 7. Mechanisms to prevent adverse consequences to the
complainant in discrimination and harassment cases.
Grievance Redressal Committee
GHCL is committed to providing equal opportunities to all
We have successfully implemented Executives Grievance individuals and is intolerant towards discrimination and / or
Redressal Policy thorough GHCL Employee Management harassment based on race, sex, nationality, ethnicity, origin,
System (GEMS)platform and going ahead, we will be religion, age, disability, sexual orientation etc. as protected
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We also engage with our value chain partners on a regular PRINCIPLE 6 Businesses should respect and make efforts
basis through awareness seminars and assessments based to protect and restore the environment
on policy requirements. Furthermore, we have devised a
special action plan based on any probable non-compliance
with human rights policy criteria. Essential Indicators
2. Details of the scope and coverage of any Human rights 1. Details of total energy consumption (GJ) and energy
due diligence conducted. intensity:
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Note: Indicate if any independent assessment/ 4. Has the entity implemented a mechanism for Zero
evaluation/assurance has been carried out by an Liquid Discharge? If yes, provide details of its coverage
external agency? and implementation.
Yes, independent assurance has been carried out by EY At present, none of our facility is Zero Liquid Discharge.
Associates LLP on the non-financial information in the We have installed wastewater purification systems at all
above table. our manufacturing locations and ensure that the quality
of wastewater generated is within the permissible limits
2. Does the entity have any sites / facilities identified as as prescribed by CPCB or the SPCBs. We fully understand
designated consumers (DCs) under the Performance, the impacts of untreated wastewater on the environment
Achieve and Trade (PAT) Scheme of the Government and have thus, taken measures to minimize its impact on
of India? If yes, disclose whether targets set under the our surroundings. We have been consistently working
PAT scheme have been achieved. In case targets have on limiting our raw water withdrawal and have re-utilised
not been achieved, provide the remedial action taken, if treated wastewater for humidification and the development
any. of green-belt areas.
No, we have not identified any sites/facilities as designated 5. Please provide details of air emissions (other than GHG
consumers under the PAT scheme of the Government of emissions) by the entity:
India
3. Provide details of the following disclosures related to Parameter Soda Ash Yarn
water: NOx 16 µg/Nm3 110 mg/Nm3
SOx 11 µg/Nm3 17 mg/Nm3
Parameter FY 2021-22 Particulate matter (PM) 38 µg/Nm3 75 mg/Nm3
Water withdrawal by source (in kilolitres) Note: Indicate if any independent assessment/
(i) Surface water 23,31,091 kL evaluation/assurance has been carried out by an
(ii) Groundwater 3,96,791 kL external agency?
(iii) Third party water 4,106 kL
(iv) Seawater / desalinated water 12,38,88,835 kL No, independent assurance has not been carried out on the
(v) Others - above information.
Total volume of water withdrawal (in 12,66,20,823
6. Provide details of greenhouse gas emissions (Scope 1
kilolitres) (i + ii + iii + iv + v) kL
and Scope 2 emissions) & its intensity:
Total volume of water consumption (in 26,65,760 kL*
kilolitres)
Water intensity per rupee of turnover 0.00007 Parameter Unit FY 2021-22
(Water consumed / turnover) Total Scope 1 Metric tonnes of 11,62,150
Water intensity (kL/MT of production) 2.20 emissions CO2 equivalent
*At our Soda Ash Division, seawater is drawn and used for cooling Total Scope 2 Metric tonnes of 59,750
purposes and then discharged back into the sea. For this reason, it is emissions CO2 equivalent
not accounted as water consumed.
Total Scope 1 0.0000016
Note: Indicate if any independent assessment/ and Scope 2
evaluation/assurance has been carried out by an emissions per
external agency? rupee of turnover
Metric tonnes of 1.01
Total Scope 1 and
Yes, independent assurance has been carried out by EY CO2 equivalent
Scope 2 emission
Associates LLP on the non-financial information in the / MT of
intensity
above table and by S. R. Batliboi & Co. LLP on the financial production
information.
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