Gujarat Heavy Chemicals Directors Report, Guj Heavy Chem Reports by Directors (2024)

We are delighted to present the 5th Integrated Report, prepared in accordance with the framework established by the International Integrated Reporting Council, along with the 40th Annual Accounts showcasing the business and operations of our company. Additionally, we provide a summary of the standalone and consolidated financial statements for the fiscal year ending on March 31, 2023.

Our directors have taken great pleasure in compiling this comprehensive report, which aims to provide a holistic view of our company''s performance, strategy, and impact. We have followed the guidelines set forth by the International Integrated Reporting Council, ensuring transparency, accountability, and relevance in our reporting.

In this report, we highlight the key achievements, challenges, and progress made by our company during the past year. We delve into the core aspects of our business, including our financial performance, operational activities, governance practices, risk management, and our contributions to the environment, society, and stakeholders.

Furthermore, we present the standalone and consolidated financial statements for the fiscal year, offering a clear and concise overview of our financial position, results of operations, cash flows, and changes in equity. These statements have been prepared in accordance with applicable accounting standards and provide an accurate reflection of our financial performance.

The financial highlights of the Company for FY 2022-23 are given below:

A: FINANCIAL RESULTS AND STATE OF AFFAIRS

The Management and Analysis Report (MDA) and the Integrated Annual Report provide detailed discussions on the financial results, operations, and major developments. The standalone and consolidated financial statements have been prepared in accordance with the Indian Accounting Standard (Ind AS). Adhering to Ind AS ensures compliance, transparency, and reliability in financial reporting, accurately presenting the company''s financial position, performance, and cash flows.

Stakeholders are encouraged to review the MDA and Integrated Annual Report for a comprehensive understanding of our performance and value creation efforts.

1. Dividend Distribution Policy

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, our company''s Board of Directors formulated and adopted the Dividend Distribution Policy (DDP) in a meeting held on May 19, 2016. The DDP has been established to ensure transparency and clarity in determining the quantum of dividends. It outlines the Board''s commitment to maintaining a dividend payout ratio, which includes the dividend tax, in the range of 15% to 20% of profits after tax (PAT) on a standalone basis.

The Dividend Distribution Policy has been made available on our company''s website at https://www.ghcl.co.in/ wp-content/uploads/2019/03/Dividend-Distribution-Policv.pdf

It serves as a guiding framework for the Board of Directors when making decisions regarding the recommendation of dividends. The policy ensures a consistent approach to dividend pay outs and reinforces our commitment to delivering value to our shareholders.

I n compliance with the provisions of Section 194 of the Income Tax Act, 1961, our company is obligated to deduct Tax Deducted at Source (TDS) at a rate of 10% on dividend payments. However, it is important to note that if the aggregate amount of dividends payable to an individual resident shareholder is up to Rs. 5000, no TDS is deducted. Furthermore, no TDS is applicable for dividend payments made to entities such as Life Insurance Corporation,

General Insurance Corporation of India, specified insurers, and Mutual Funds, as mentioned under Section 10(23D) of the Income Tax Act.

For non-resident shareholders, as per Section 195 of the Income Tax Act, 1961, TDS is required to be deducted at a rate of 20% along with the applicable surcharge on dividend payments.

Our company remains committed to adhering to the applicable regulatory requirements, promoting transparency, and maximizing shareholder value through responsible dividend distribution practices.

2. Dividend

We are pleased to announce that our company has maintained a consistent track record of dividend payments for the past 29 years.

I n accordance with our Dividend Distribution Policy, the Board of Directors has recommended a dividend of Rs. 17.50 per equity share of Rs. 10 each, representing 175% on the paid-up equity share capital, for the financial year ending on March 31, 2023. It is noteworthy that the previous year''s total dividend amounted to Rs. 15 per equity share, consisting of a regular dividend of Rs. 10 per share and a special dividend of Rs. 5 per share.

The proposed dividend on equity shares is subject to the approval of the shareholders at the upcoming Annual General Meeting (AGM) scheduled for Saturday, July 1, 2023.

Upon approval by the shareholders, the dividend will be paid after the AGM, commencing from July 1, 2023 (Saturday). The Record Date for determining the shareholders eligible for the dividend will be June 24, 2023 (Saturday). The total dividend payout for the fiscal year 2022-23 on 9,55,85,786 equity shares , calculated at a rate of Rs. 17.50 per share, amounts to Rs. 1,67,27,51,255. This dividend distribution is in line with dividend distribution policy of the Company.

3. Transfer to Reserves:

The Board of Directors has decided that no amount of profit for FY 2022-23 shall be transferred to the reserve account.

The decision to retain the profits after payment of dividend, reflects the Board''s strategic considerations with an objective to strengthen its financial stability, reinvest in growth opportunities, and enhance its overall financial resilience.

4. Share Capital

As of March 31, 2023, the paid-up Equity Share Capital of the company is Rs. 95,58,57,860, consisting of 9,55,85,786 equity shares of Rs. 10 each. In comparison, as of March 31, 2022, the paid-up Equity Share Capital was Rs. 95,35,07,860, comprising of 9,53,50,786 equity shares of Rs. 10 each.

During the financial year, the Nomination and Remuneration Committee allotted 2,35,000 Equity Shares of Rs. 10 each to employees of the company through the exercise of Employees Stock Options under GHCL ESOS 2015. As a result, the Issued, Subscribed & Paid-up Capital increased from Rs. 95,35,07,860, comprising of 9,53,50,786 equity shares of Rs. 10 each, to Rs. 95,58,57,860, comprising of 9,55,85,786 equity shares of Rs. 10 each.

5. Employees Stock Options Scheme

Our company has implemented an Employees Stock Options Scheme (ESOP) for permanent employees, which was approved by shareholders during the Annual General Meeting held on July 23, 2015. The company obtained inprinciple approvals from the Stock Exchanges to issue 50 lakh equity shares through the ESOP scheme.

During the year, there have been no significant changes to the ESOP scheme, and it remains in compliance with

ESOP regulations. The company has received a certificate from Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, who serves as the Secretarial Auditor of the company. The certificate certifies that the GHCL Employees Stock Option Scheme 2015 is implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by members in electronic mode.

The details of the Employee Stock Options plan are provided in the Notes to accounts of the financial statements in this Annual Report and is also annexed herewith as Annexure I, which is a part of this Report.

6. Finance:

6.1. Resource Mobilization

Short Term: During the year, our company successfully arranged/renewed working capital facilities totalling Rs. 1000 Crores. These facilities encompass both fund-based and non-fund based limits and involved the participation of esteemed financial institutions such as State Bank of India, Bank of Baroda, Union Bank of India, IDBI Bank Ltd, HDFC Bank Ltd, and Axis Bank Ltd.

Additionally, our company secured unsecured working capital facilities amounting to Rs. 140 Crores, which included both fund-based and non-fund based limits. These facilities were arranged/renewed through partnerships with HDFC Bank Ltd., Bank of Bahrain and Kuwait, ICICI Bank, and CTBC Bank.

Moreover, we successfully obtained a new unsecured working capital facility of Rs. 125 Crores, encompassing both fund-based and non-fund based limits. This facility was secured through collaborations with HSBC Bank (Rs. 75 Crores) and Yes Bank (Rs. 50 Crores).

These arrangements and renewals reflect the confidence placed in our company''s financial position and growth prospects by renowned banking institutions. The working capital facilities will provide the necessary financial support to facilitate our business operations and drive our strategic initiatives forward.

6.2 Interest Rate Management

Our Company has a strong record of timely loan and interest repayments and maintains a favourable credit rating of CARE AA- with Stable Outlook for Long Term facilities and CARE A1 with Stable Outlook for Short Term facilities.

Despite a 2.50% increase in the RBI''s Repo Rate during the year, our effective negotiation and strong relationships with banks resulted in a minimal 0.38% increase in the interest rate for Long Term Borrowings. This achievement reflects our commitment to maintaining positive partnerships with our banking institutions and proactively managing interest rate fluctuations.

By prioritizing open communication and demonstrating our creditworthiness, we have successfully minimized the impact of external rate changes and secured advantageous interest rates. We remain dedicated to prudent financial management and will continue to work closely with our banking partners to optimize borrowing costs and sustain our robust credit profile.:

# Rs. 1.48 Cr. is interest accrued but not due on Long Term Borrowing, to be paid in next quarter (considered as Short Term Borrowing). Actual Short Term Borrowing is NIL.

6.3 Affirmation of external credit ratings

(i) Thanks to our efficient cash flow management and diligent repayment of interest and principal to lenders, CARE (Credit Analysis & Research Ltd) has reaffirmed our external rating of CARE AA- with a Stable Outlook for Long Term facilities.

Furthermore, we have received the highest rating of CARE A1 with a Stable Outlook for Short Term facilities. This recognition reflects our strong commitment to financial discipline and our ability to meet our obligations in a timely manner. We take pride in our cash flow management practices, which have contributed to our favorable credit standing.

(ii) India Rating has also affirmed Long Term Issuer Rating of AA- with Stable Outlook.

(iii) Further, India Rating has affirmed Credit Rating for Issuance of Commercial Paper program as under:

Instrument Type : Commercial Paper

Size of Issue : Rs. 100 Crores

Rating Assigned by the Agency : IND A1 (Highest)

iv) CRISIL Rating has also affirmed Credit Rating for issuance of NCD as under:

Instrument Type : Non-convertible

Debenture (NCD)

Size of Issue : Rs. 150 Crores

Rating Assigned by the Agency : CRISIL AA- with

Stable Outlook

6.4. Education and Protection fund

During the financial year, our company has transferred a sum of Rs. 45.58 lacs to the investors'' education and protection fund account (IEPF). This transfer includes unclaimed dividends and unclaimed deposits, along with the accrued interest on these amounts.

We are committed to ensuring compliance with regulations and safeguarding the interests of our investors. The transfer to the IEPF account reflects our dedication to transparency and accountability in managing unclaimed funds.

We encourage our investors to proactively claim their dividends and deposits to avoid such transfers to the IEPF account. We will continue to uphold the highest standards of corporate governance and take all necessary steps to protect the rights and interests of our valued investors.

7. Change in Nature of Business

During the Financial Year 2022-23, there have been no significant changes in the nature of our company''s business. We have maintained stability and consistency in our operations, ensuring continuity in delivering our products and services to our customers.

However, we would like to highlight one material change during the period between April 1, 2023, and the date of signing this report. This change pertains to the demerger of our spinning business as per the approved Scheme of Demerger by the Hon''ble NCLT Ahmedabad bench. This demerger has been a strategic decision to streamline our

Apart from the demerger, there have been no other material changes or commitments that have had a significant impact on the financial position of the company during the aforementioned period.

8. Management Discussion & Analysis

In accordance with Regulation 34 (2) (e) of the Listing Regulations, 2015, we would like to draw your attention to the comprehensive review of our company''s operations, performance, and future outlook provided in the Management''s Discussion and Analysis Report (MDA). This report is included as part of our Annual Report and is incorporated herein by reference.

The MDA offers detailed insights into the various aspects of our business, including market trends, financial performance, key achievements, challenges, and strategic initiatives. It provides a holistic view of our company''s performance and outlines our management''s perspective on the future prospects and opportunities.

We encourage you to refer to the MDA for a comprehensive understanding of our company''s operations and outlook. It serves as a valuable resource for shareholders, investors, and stakeholders seeking in-depth analysis and assessment of our business performance.

B: INTEGRATED REPORT

Your Company is deeply committed to sustainable development, aiming to create an inclusive, sustainable, and resilient future that harmonizes economic growth, social inclusion, and environmental protection. In line with this commitment, we have transitioned from compliance-based reporting to governance-based reporting, adopting the Integrated Report (IR) framework developed by the International Integrated Reporting Council.

Through our strategy, activities, and commitments, we strive to generate long-term value for all stakeholders. The Integrated Report, included as part of this Annual Report, presents a clear, concise, and comprehensive vision of our business model. It highlights how we integrate sustainability considerations into our decision-making processes, ensuring that our operations contribute positively to society and the environment.

We believe that by adopting the IR framework, we enhance transparency, accountability, and understanding of our organization''s holistic value creation process. It enables us

to communicate our strategy, governance practices, and sustainable performance to our stakeholders effectively.

The Integrated Report serves as a key tool in demonstrating our dedication to sustainable practices and aligning our business objectives with the broader goals of sustainable development.

C: PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:

The detail of business performance and state of company''s affairs are given in MDA and Integrated Report.

1. Completion of Slump sale of the Home Textiles Business of the Company

We are pleased to inform you that the slump sale of our Vapi business in the Home Textiles segment was successfully completed on April 2, 2022. The company has received a total consideration of Rs. 629.85 Crores from the divestment of the home textiles business, which includes certain assets that were realized by the company itself.

This divestment marks an important strategic move for our company, allowing us to optimize our portfolio and focus on core areas of our business. The realization of the total consideration reflects the value and attractiveness of our home textiles business.

We are confident that this divestment will enhance our ability to drive growth and create value for our stakeholders. We will continue to explore opportunities that align with our strategic objectives and contribute to the long-term success of our company.

2. Scheme of Arrangement for Demerger of the Spinning business

The Scheme of demerger for the Yarn business has reached its final stage, with the Hon''ble NCLT issuing the order on March 14, 2023. Following this, our company filed INC 28 with the Registrar of Companies on April 1, 2023. As per the Scheme, the demerger became effective on April 1, 2023.

To determine the entitlement of shares of GHCL Textiles Limited, the Board of Directors fixed the record date on April 8, 2023. Shareholders of GHCL Limited who held shares on the cut-off date will receive shares of GHCL Textiles Limited in a 1:1 ratio.

In a meeting held on April 12, 2023, the Board of Directors of GHCL Textiles Limited allotted 9,55,85,786 equity shares of Rs. 2 each to the shareholders of GHCL Limited, subject to obtaining necessary approvals.

In terms of Clause 6.1 to 6.4 of the demerger scheme, the authorized capital of GHCL Limited will be reduced from Rs. 175 Cr to 140 Cr, and accordingly clause 5 of the memorandum of association will be modified. Further, as per clause 7.1.4 of the Scheme the initial investment made by GHCL Limited in the share capital of GHCL Textiles Limited will be cancelled, subject to the completion of necessary statutory requirements.

3. Awards and Recognition:

We are delighted to announce that our Company has achieved significant recognition and accolades during the financial year 2022-23. These include receiving the Gold Award at the Indian Green Manufacturing Challenges, attaining a Five Star Rating for our Limestone Mines by the Indian Bureau of Mines, and being certified as one of the Best Workplaces in manufacturing for 2023 - ranking among the top 50.

These achievements highlight our commitment to excellence in various aspects of our operations, including sustainability, environmental stewardship, and fostering a positive work culture.

For detailed information about these awards and recognition, we invite you to refer the Integrated Report. We are grateful for these honors, which serve as a testament to the hard work and dedication of our employees and stakeholders in driving our Company''s success.

4. Subsidiaries:

We would like to inform you that our wholly owned subsidiary, Grace Home Fashions LLC (GHF), which operated in the Home Textile segment in the USA, has been dissolved following the divestment of the Home Textile business. The dissolution of GHF was carried out in accordance with the approval of our Board of Directors and was finalized through a Certificate of Cancellation issued by the Secretary of State of Delaware, USA, on March 2, 2023. We have duly disclosed this information to the Stock Exchanges on March 3, 2023. Additionally, we would like to clarify that our Indian subsidiary, Rosebys Interiors India Limited (RIIL), has been under liquidation since July 15, 2014, as previously reported.

In compliance with Section 136 of the Companies Act, 2013, we are exempted from attaching the financial statements of our subsidiary companies along with the Annual Report. However, upon written request from our members, we will provide them with the annual financial statements and detailed information of the subsidiary company at our Registered Office. These financial statements will also be available for inspection at the Registered Office during business hours on any working day.

For further details regarding our subsidiaries, including any changes in subsidiary companies, joint ventures, or associate companies during the year, please refer to Note 36 of the Annual Report, as well as the statement under Section 129(3) of the Companies Act, 2013.

The statements are also available on the website of the Company www.ghcl.co.in

5. Consolidated Financial Statements:

We are pleased to provide you with the Consolidated Financial Statements for the financial year ended March 31, 2023. These statements have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) and are being shared as per the requirements of Regulation 33 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable provisions.

These Consolidated Financial Statements offer a comprehensive overview of the financial performance and position of our company and its subsidiaries. They provide a consolidated view of our operations, assets, liabilities, revenue, expenses, and other relevant financial information, enabling stakeholders to assess the overall financial health and performance of the entire consolidated entity.

By presenting these Consolidated Financial Statements, we aim to fulfill our disclosure obligations and provide transparency to our investors, shareholders, and regulatory authorities.

6. Corporate Governance:

The Company places great importance on maintaining the highest standards of Corporate Governance. It recognizes that good governance practices not only promote transparency and accountability but also contribute to the overall credibility and trustworthiness of the organization.

In line with this commitment, the Company diligently adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

To enhance its governance framework, the Company has implemented several best practices. These practices encompass various aspects of governance, including board composition and structure, independent directors, board committees, risk management, internal controls, ethical conduct, and stakeholder engagement. By embracing these practices, the Company aims to ensure effective oversight, decision-making, and protection of the interests of all stakeholders.

As part of the Annual Report, the Company includes a comprehensive report on Corporate Governance, as mandated by Regulation 34 of the SEBI Listing Regulations. This report provides detailed information on the Company''s governance structure, policies, and practices, giving stakeholders valuable insights into the Company''s governance framework.

Furthermore, the Company obtains a certificate from its auditors, affirming compliance with the conditions of Corporate Governance. This certificate serves as an independent validation of the Company''s adherence to the prescribed governance norms.

By upholding strong Corporate Governance standards and implementing best practices, the Company aims to foster trust, integrity, and long-term sustainability. It recognizes that effective governance is essential for creating value and maintaining strong relationships with shareholders, employees, customers, suppliers, and other stakeholders.

7. Board Meetings:

The Board of Directors of the Company maintains a structured approach to planning and conducting meetings. Typically, board meetings are scheduled well in advance in consultation with the Board Members to ensure their availability. However, there may be instances of emergency situations or when maintaining the price sensitivity of a transaction is crucial, where board meetings are convened on shorter notice. In such cases, all necessary requirements and compliances are diligently followed.

During the financial year ended March 31, 2023, the Board of Directors convened four meetings to discuss and evaluate the strategic, operational, and financial

performance of the company. These meetings served as platforms for the Board to review key aspects of the company''s activities and make informed decisions. Detailed information regarding the Board''s meetings, including dates, agenda, and discussions, can be found in the Corporate Governance Report.

It is important to note that the intervals between the Board meetings complied with the timelines prescribed under the Companies Act, 2013, and the SEBI Listing Regulations, 2015. This adherence to regulatory requirements ensures effective governance and allows for regular monitoring and evaluation of the Company''s performance and progress.

By maintaining a consistent and well-structured approach to Board meetings, the Company strives to foster transparency, accountability, and effective decisionmaking processes, ultimately contributing to the overall success and growth of the organization.

8. Directors:

The Directors are pleased to announce certain important appointments and confirmations within the Company. Mr. Sanjay Dalmia, Non-Executive Chairman of the Board, and Mr. Neelabh Dalmia, Executive Director (Growth & Diversification Projects), are directors retiring by rotation and offer themselves for re-appointment. The reappointment of Mr. Raman Chopra as CFO & Executive Director (Finance) for a period of five years, effective from April 1, 2023, is recommended by the Nomination and Remuneration Committee and subject to shareholder approval at the Annual General Meeting.

All Independent Directors have provided declarations confirming their independence and stating their ability to discharge their duties objectively and without external influence. Compliance with Section 149(6) of the Companies Act, 2013, and Regulation 16(1) (b) & Regulation 25(8) of the SEBI Listing Regulations is duly ensured. Additionally, no director is debarred from holding the office of director as per any SEBI order, as per the circular on the enforcement of SEBI Order regarding appointment of directors by listed companies” dated June 20, 2018.

The Board of Directors affirms that all Independent Directors possess the required integrity, expertise, and experience necessary for their appointment. Furthermore, the Independent Directors have enrolled themselves in the Independent Directors'' Databank maintained with

the Indian Institute of Corporate Affairs (IICA) as per Section 150 of the Companies Act, 2013, and Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Out of the five Independent Directors, two are exempt from the online proficiency self-assessment test conducted by IICA, while the remaining three have successfully passed the test within the stipulated time period.

9. Lead Independent Director:

The Board of Directors, in their meeting on July 29, 2021, appointed Dr. Manoj Vaish, Independent Director and Chairman of the Audit & Compliance Committee, as the Lead Independent Director of the Company, effective from the same date. The role and responsibilities of the Lead Independent Director are outlined in detail in the Corporate Governance Report, which is an integral part of the Annual Report.

10. Procedure for Nomination and Appointment of Directors

Detailed information regarding the nomination and appointment process of Directors, along with the list of core skills, expertise, and competencies of the Board of Directors, can be found in the Corporate Governance Report, which is included as part of the Annual Report. The Corporate Governance Report provides comprehensive insights into the governance practices of the company, ensuring transparency and accountability in the selection and composition of the Board of Directors.

11. Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, read with Section 2(51), the Key Managerial Personnel of the Company are Mr. R S Jalan, who serves as the Managing Director, Mr. Raman Chopra, who holds the position of CFO & Executive Director (Finance), and Mr. Bhuwneshwar Mishra, who serves as Vice President -Sustainability & Company Secretary.

It is noteworthy that there have been no changes in the Key Managerial Personnel during the year. The continuity in the composition of the Key Managerial Personnel ensures stability and consistency in the management and operations of the company.

13. Board Evaluation

In accordance with the Companies Act, 2013, SEBI Guidance Note on Board evaluation issued on January 5, 2017, and the relevant provisions of the SEBI Listing Regulations, 2015, the Board of Directors conducted an annual evaluation of its own performance, as well as that of its Committees and individual Directors. The evaluation process involved separate meetings of the independent directors and the Board as a whole.

The Board assessed the effectiveness of its functioning, the Committees'' performance, and the individual Directors'' contributions based on feedback gathered from Directors and committee members. The performance evaluation of the independent directors took place during a Board meeting held on January 31, 2023, excluding the director being evaluated.

A dedicated meeting of the Independent Directors was conducted on January 31, 2023, to review the performance of non-independent Directors, the overall performance of the Board and its Committees, and the Chairman of the Company. This evaluation took into account input from both the Executive and Non-Executive Directors.

To facilitate the evaluation process, an electronic application was utilized, ensuring secure and efficient data management while reducing paper usage. The criteria for performance evaluation were broadly based on the SEBI Guidance Note on Board Evaluation, encompassing aspects such as committee structure and composition, effectiveness of committee meetings, and more.

The performance evaluation of the Board and its constituents focused on various factors, including their functions, responsibilities, competencies, strategy, tone at the top, risk identification and control, diversity, and nature of the business. A comprehensive questionnaire was circulated to Board members, covering multiple aspects of the Board''s functioning, culture, execution of duties, professional obligations, and governance. The questionnaire aimed to assess directors'' knowledge, independence in decision-making, involvement in business planning, constructive engagement with colleagues, and understanding of the company''s risk profile. Additionally, the Chairman of the Board and/or committee was evaluated based on leadership, coordination, and steering skills.

The Nomination and Remuneration Committee reviewed the performance of individual Directors, considering their contributions as members of the Board or its committees. The committee determined the quantum of profit-based commission payable to directors based on the overall performance of individual directors.

These evaluation processes ensure that the Board operates effectively, individual Directors contribute significantly, and appropriate remuneration is provided based on performance.

14. Nomination and Remuneration Policy

Based on the recommendation of the Nomination & Remuneration Committee, the Board has approved the Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP), and all other employees of the Company. The Company''s Nomination and Remuneration Policy and Practices have been established and maintained with the following objectives:

1. Attract, Retain, and Motivate: The policy aims to attract, retain, and motivate qualified and competent individuals at the Director, Key Managerial, and employee levels who are entrusted with carrying out the Company''s business operations effectively.

2. Market Competitiveness: The policy ensures that salaries and perks are set at levels comparable to market standards, enabling the Company to remain competitive within the industry.

3. Performance-Based Rewards: The policy provides for periodic revisions of remuneration based on employees'' performance, potential, and value addition to the organization. These revisions are made after a systematic assessment of individual performance and potential.

4. Compliance and Statutory Requirements: The

policy ensures that salary and perks are disbursed in full compliance with applicable statutory provisions and prevailing tax laws of the country.

The Nomination and Remuneration Policy” and the Policy on variable pay / commission payable to Executive Directors, including the Managing Director,” are attached as Annexure II and Annexure III, respectively, forming part of this report.

These policies and practices guide the Company in effectively managing the nomination and remuneration of its Directors, Key Managerial Personnel, and employees, aligning with the Company''s objectives and industry standards.

These policies are also available on Company''s website at https://ghcl.co.in/wp-content/uploads/2023/05/ Nomination-and-Remuneration-Policy.pdf

15. Managerial Remuneration & Particulars of employees:

Disclosures regarding remuneration and other relevant details, as required by Section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as an annexure to this report.

As per the provisions of Section 197(12) of the Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names and other particulars of employees who receive remuneration exceeding the limits specified in the aforementioned rules is attached as Annexure IV to this report. This statement provides the necessary information about such employees.

By providing these disclosures and statements, the Company ensures compliance with the relevant legal provisions and transparency in reporting remuneration-related matters.

16. Secretarial Audit Report

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to undertake Secretarial Audit and shall annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

GHCL has adopted a practice of ongoing Secretarial Audit throughout financial year and placed its periodic Secretarial Audit Report before Audit & Compliance Committee and Board. This has helped us in early detection of area of improvement and strengthening out level of compliance reporting.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors

of the Company had appointed Dr. S Chandrasekaran, representing Chandrasekaran & Associates, Practicing Company Secretaries, New Delhi, to conduct Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 are annexed with the Board''s report and formed as part of the Annual Report. This report is unqualified and self-explanatory and does not call for any further comments.

17. Secretarial Standards

We are pleased to highlight that throughout the year, GHCL has diligently complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs of India.

These Secretarial Standards serve as comprehensive guidelines for ensuring the highest level of compliance and corporate governance within the organization. By adhering to these standards, we reinforce our commitment to transparency, ethical practices, and effective board and shareholder communication.

Our rigorous adherence to the Secretarial Standards reflects our dedication to maintaining robust internal processes, ensuring accurate and timely disclosures, and fostering a culture of compliance. We believe that strict compliance with these standards strengthens our governance framework, enhances stakeholder trust, and promotes sustainable business practices.

18. Listing of the Equity Shares

We are pleased to inform you that GHCL''s equity shares are listed on BSE Limited and National Stock Exchange of India Limited. We have paid the annual listing fees for the years 2022-23 and 2023-24 to both stock exchanges, ensuring our continued listing and trading.

Our commitment to regulatory compliance and good governance remains unwavering as we actively engage with the stock exchanges to maintain a strong relationship.

19. Web address for annual return and other policies / documents

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the

Companies Act, 2013, the Annual Return is put up on the Company''s website www.ghcl.co.in. and can be accessed at https://ghcl.co.in/wp-content/uploads/2023/05/GHCL-MGT-7-Annual-Return-2022-23.pdf .

In addition, other policies / document of the Company are placed on the Company''s website www.ghcl.co.in as per the statutory requirement.

20. Corporate Social Responsibility (CSR)

GHCL is dedicated to promoting inclusive growth and has been actively involved in projects aimed at the overall development and welfare of society since its inception. Through the GHCL Foundation Trust, the company has expanded its CSR activities to encompass a wider range of beneficiaries, providing support to the marginalized and creating social infrastructure for their well-being.

We have established a CSR Policy that guides our CSR activities, and the details of the policy and related information can be found on our website www.ghcl.co.in. You can access the CSR Policy directly at this link: https:// www.ghcl.co.in/wp-content/uploads/2021/05/GHCL-CSR-Policy.pdf.

During the financial year 2022-23, we allocated Rs. 12.31 crores towards CSR activities, surpassing the statutory minimum requirement of Rs. 12.01 crores (2.00% of the average net profits of the previous three financial years).

As per the provisions of Section 135 of the Companies Act, 2013, and the corresponding rules, a dedicated Corporate Social Responsibility (CSR) Committee was constituted to oversee our CSR initiatives. As of March 31, 2023, the CSR Committee is chaired by Mr. Anurag Dalmia, and its members include Mrs. Vijaylaxmi Joshi, Justice (Retd.) Ravindra Singh, Mr. R S Jalan, Mr. Raman Chopra, and Mr. Neelabh Dalmia. Mr. Bhuwneshwar Mishra, Vice President-Sustainability & Company Secretary, serves as the secretary of the CSR Committee. Throughout the financial year, the CSR Committee convened two meetings, with all members present in each meeting.

We focus our CSR initiatives on areas such as Agriculture & Animal Husbandry, Healthcare, Education & Vocational Training, Women Empowerment, and other miscellaneous projects based on specific societal needs. These projects align with Schedule VII of the Companies Act, 2013.

The detailed Annual Report on CSR activities, as mandated by Section 135 of the Companies Act, 2013, is provided as Annexure V in this report.

21. Business Responsibility and Sustainability Report (BRSR)

In recent years, the importance of addressing climate change, promoting inclusive growth, and transitioning to a sustainable economy has gained significant global attention. Investors and stakeholders now expect companies to be responsible and sustainable in their practices, placing equal importance on reporting their performance on sustainability-related factors alongside financial and operational performance.

As per the amendment to Regulation 34(2)(f) of the Listing Regulations, 2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies are required to prepare and present a Business Responsibility and Sustainability Report (BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR) and follows internationally accepted reporting frameworks such as GRI, SASB, TCFD, and Integrated Reporting.

Starting from the financial year 2022-2023, filing the BRSR has become mandatory for the top 1000 listed companies based on market capitalization, replacing the BRR. As of March 31, 2023, GHCL Limited is ranked 488th at NSE and 494th at BSE based on market capitalization.

The BRSR requires listed entities to disclose their performance against the nine principles of the NGBRC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary. GHCL voluntarily adopted the BRSR in the previous financial year (2021-22) to report its economic, social, environmental, and governance performance. This marks the second consecutive year of reporting under the BRSR format for GHCL.

Your company has adopted the Integrated Reporting (IR) framework of the International Integrated Reporting Council to report on the six capitals it utilizes to create long-term stakeholder value.

The Integrated Report of your company has been assessed and provided with the necessary assurance by E&Y. It is available on the company''s website www.ghcl.co.in and is included as an integral part of this report and the Annual Report as a whole.

22. Composition of Audit & Compliance Committee

The Audit & Compliance Committee of the Board has been constituted in accordance with Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the Listing Regulations. The primary purpose of the audit and compliance committee is to ensure effective supervision and monitoring of the management''s financial reporting process, maintaining the highest standards of transparency, integrity, and quality.

During the year, the committee convened four meetings, as detailed in the Corporate Governance Report. As of March 31, 2023, the committee is chaired by Dr. Manoj Vaish, with Mrs. Vijaylaxmi Joshi (Ex-IAS) and Mr. Arun Kumar Jain (Ex-IRS) serving as members. All members of the committee are independent directors with expertise in finance, accounts, strategy, tax, and general administration.

23. Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been established in accordance with Section 178(5) of the Companies Act, 2013, and Regulation 20 of the Listing Regulations. The committee''s main responsibility is to address and resolve grievances raised by the company''s security holders, which include concerns related to share transfers, non-receipt of annual reports, and non-receipt of dividends, among others.

As of March 31, 2023, the Stakeholders Relationship Committee consists of both executive and non-executive directors. The committee is chaired by Justice (Retd.) Ravindra Singh, with Mr. Arun Kumar Jain (Ex-IRS), Mr. R S Jalan, Mr. Raman Chopra, and Mr. Neelabh Dalmia serving as members of the committee. Further details about the committee can be found in the Corporate Governance Report.

The company has published its ''Investors'' Grievance Redressal Policy'' on the company''s website, www.

ghcl.co.in. The policy outlines the procedures and mechanisms in place for addressing and resolving investor grievances. The policy can be accessed at the following link: https://ghcl.co.in/wp-content/uploads/2022/12/ GHCL-Composition-of-various-Committees-of-Board-of-Directors.pdf

24. Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board has been established in accordance with Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the Listing Regulations. The committee is responsible for determining the qualifications, positive attributes, and independence of directors, as well as recommending a remuneration policy for directors, Key Managerial Personnel, and other employees.

As of March 31, 2023, the Nomination and Remuneration Committee is consists of three Non-Executive Independent directors. Mrs. Vijaylaxmi Joshi (Ex-IAS) serves as the Chairperson of the Committee, with Justice (Retd.) Ravindra Singh and Dr. Manoj Vaish as members. All members, including the Chairperson, are Independent Directors. Detailed information about the committee can be found in the Corporate Governance Report.

25. Vigil Mechanism / Whistle Blower Policy

GHCL Limited, as a conscientious and vigilant organization, upholds the principles of fairness, transparency, professionalism, honesty, integrity, and ethical behavior. In line with its commitment to providing a secure and fearless working environment for its employees, the company has implemented a comprehensive Whistle Blower Policy. The Board of Directors approved this policy in a meeting held on May 28, 2014, and it has been periodically amended since then. The current Ombudsperson responsible for overseeing the policy is Mr. Arun Kumar Jain (IRS), an Independent Director of the Company.

The Whistle Blower Policy aims to encourage directors and employees to report any instances of unethical behavior, actual or suspected fraud, or violations of GHCL''s code of conduct or Ethics Policy to the designated Ombudsperson.

Further details about the Whistle Blower Policy can be found in the Corporate Governance Report. The policy is also available on the company''s website, www.ghcl. co.in, accessible at https://www.ghcl.co.in/wp-content/ uploads/2020/08/Whistle-Blower-Policy-1-1.pdf.

To enhance the effectiveness of the reporting system and ensure seamless communication, GHCL Limited has launched an online platform dedicated to receiving grievances through a separate tab on the company''s website. This initiative strengthens the vigil mechanism and facilitates efficient reporting of concerns. As per the requirements of Schedule V of the Listing Regulations, the company confirms that no personnel have been denied access to the Audit & Compliance Committee. Furthermore, there were no complaints reported during the year under the vigil mechanism.

26. Related Party Transactions

The Company, GHCL Limited, has not engaged in any material related party transactions with its Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the interests of the Company as a whole. Therefore, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable to the Company. All related party transactions undergo thorough review and approval by the Audit & Compliance Committee.

For related party transactions that are of a repetitive nature and entered into on an arm''s length basis in the ordinary course of business, the Company obtains prior omnibus approval from the Audit & Compliance Committee. A statement providing details of all related party transactions is presented to the Audit & Compliance Committee and the Board of Directors on a quarterly basis. This statement is supported by a Certificate from the Chief Financial Officer. Furthermore, all related party transactions are presented before both the Audit & Compliance Committee and the Board.

None of the Directors of the Company have any significant pecuniary relationships or transactions with the Company. The policy on Related Party Transactions, which has been approved by the Board, is available on the Company''s website, www.ghcl.co.in, and can be accessed at https:// ghcl.co.in/wp-content/uploads/2018/07/Related-Partv-Transactions Policy Dec15.pdf

27. Particulars of Loans, Guarantees or Investments

The details of loans, guarantees, and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements. These notes offer comprehensive information regarding the nature, terms, and conditions of such loans, guarantees, and investments. They also include disclosures on any related party transactions, if applicable, and any significant developments or changes in these arrangements.

The purpose of including these details in the notes to the Financial Statements is to ensure transparency and provide stakeholders with a clear understanding of the Company''s financial activities and commitments. By presenting this information, GHCL Limited aims to adhere to regulatory requirements and promote accountability.

Stakeholders are encouraged to refer to the relevant section in the Financial Statements to obtain a comprehensive overview of the loans, guarantees, and investments made by the Company in accordance with the provisions of Section 186 of the Companies Act, 2013.

28. Risk & Sustainability Committee

The Risk & Sustainability Committee has been constituted in compliance with Regulation 21 of the Listing Regulations. The committee''s scope has been expanded to include governance, risk management, sustainability, and compliance (GRC), and has been renamed as the Risk & Sustainability Committee” to reflect its extended responsibilities.

The committee is composed of five Executive and NonExecutive directors, with Mr. Arun Kumar Jain (Ex-IRS) serving as the Chairman. The other members of the committee include Mr. Anurag Dalmia, Mr. R S Jalan, Mr. Raman Chopra, and Mr. Neelabh Dalmia. Detailed information about the committee and its activities can be found in the Corporate Governance Report, which is part of the Board''s Report.

GHCL Limited believes that various factors such as technological advancements, geopolitical environment, and regulatory and environmental requirements have significant impacts on the business value chain. To ensure sustainability, it is essential to systematically manage risks and seize opportunities arising from these factors. The Board of Directors holds the ultimate responsibility for

risk oversight, while the Risk & Sustainability Committee provides guidance for implementing the risk management policy throughout the organization.

The operational heads of each business unit are primarily accountable for implementing the company''s risk management policy and fostering a risk-aware culture that enhances performance. Senior executives in different functional units serve as risk owners, monitoring key risks and proactively implementing appropriate mitigation plans. Their role is to prevent any significant deviations or adverse events and contribute to value creation for the business.

The Company''s Risk Management Policy, approved by the Board, can be accessed on the Company''s website link https://www.ghcl.co.in/wp-content/uploads/2019/06/Risk-Management-Policy-1.pdf

29. Conservation of Energy, Technology absorption, Foreign Exchange Earning and outgo

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure - VI, which is an integral part of this Report.

This annexure contains detailed data and disclosures related to the Company''s efforts and performance in conserving energy, adopting new technologies, and its foreign exchange earnings and outflows.

By referring to Annexure - VI, stakeholders can gain a comprehensive understanding of the Company''s activities and achievements in these areas.

30. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company is deeply committed to creating and maintaining a safe and inclusive work environment where every individual is respected and protected from any form of harassment, exploitation, or intimidation. In line with this commitment and as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act”) and its related Rules, your Company has established a comprehensive policy for the prevention of sexual harassment.

Under this policy, Internal Complaints Committees have been set up at all major locations of the Company. These committees are entrusted with the responsibility of addressing any complaints related to sexual harassment at the workplace. The committees operate with transparency, impartiality, and adherence to clear timelines, ensuring a fair and unbiased investigation process.

Your Company also conducts regular awareness programs to educate employees about their rights, the provisions of the POSH Act, and the available redressal mechanisms. These programs aim to build a culture of respect, sensitivity, and gender equality in the workplace.

We are pleased to inform you that no complaints related to sexual harassment were reported during the year under the POSH Act. This indicates the effectiveness of the policies, awareness programs, and the overall commitment of the Company in providing a safe and secure work environment for all its employees, agents, vendors, and partners.

31. Statutory Auditors

Your directors would like to inform shareholders that in the 38th Annual General Meeting (AGM) held on June 19, 2021, M/s S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Reg. No. 301003E / E300005), was re-appointed as the statutory auditors of the Company. Their reappointment is for a period of five consecutive years, starting from the conclusion of the 38th AGM until the conclusion of the 43rd AGM.

M/s S. R. Batliboi & Co. LLP has diligently audited the books of accounts of the Company for the financial year ended March 31, 2023. They have issued the Independent Auditors'' Report, providing their professional opinion on the Company''s financial statements.

We are pleased to inform you that no frauds have been reported by the auditors to the Audit & Compliance Committee or the Board under Section 143(12) of the Companies Act, 2013. This reaffirms the integrity and accuracy of the financial information presented in the Company''s financial statements.

32. Auditor''s Report

There is no qualification, reservation, adverse remark, or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2023. However, the

statutory auditors have placed emphasis on certain matters in the audit report related to the restatement of financial results and demerger accounting. These matters are self-explanatory and have been adequately disclosed in note no 48 & 45B of the standalone financial statements. Therefore, they do not require any further explanation or comment under Section 134(3)(f) of the Companies Act, 2013.

33. Cost Auditors

In accordance with Section 148 of the Companies Act, 2013, the Company maintains cost records as required, and a Cost Accountant conducts an audit of these records. The Board of Directors, based on the recommendation of the Audit & Compliance Committee, has approved the appointment of M/s R J Goel & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company for the financial year ending March 31, 2024.

Furthermore, the Cost Audit Report for the financial year ended March 31, 2022, provided by M/s R J Goel, the Cost Auditor, does not contain any qualification or adverse remarks that require any clarification or explanation.

34. Corporate Insolvency Resolution Process (CIRP)

Please take note that in the year 2014, HT Media Limited filed a winding-up petition before the Hon''ble Gujarat High Court at Ahmedabad. This petition was based on an unsustainable claim related to a commercial dispute in 2012 involving another corporate entity, with GHCL being a party to a tri-partite agreement. The Company made necessary disclosures regarding this matter to the Stock Exchanges on October 20, 2014.

During the year, the Hon''ble Gujarat High Court transferred the petition to the Hon''ble National Company Law Tribunal (NCLT) in Ahmedabad as a Corporate Insolvency Resolution Process (CIRP) application. The Company filed the required disclosure regarding this transfer to the Stock Exchanges on November 2, 2022. It is worth mentioning that despite being an operational creditor, HT Media has filed the present CIRP claiming to be a financial creditor. It is evident that HT Media, fully aware of the lack of merit in their claims, withdrew two Arbitration Petitions in 2014 and 2015 that they had filed before the Hon''ble Delhi High Court under the Arbitration and Conciliation Act, 1996.

We would like to inform you that the present CIRP proceeding has been initiated but has not been admitted thus far. The case is currently pending before the Hon''ble NCLT in Ahmedabad. The Company has submitted a detailed reply countering all the allegations made by HT Media. GHCL is fully prepared to defend itself in the present CIRP based on the merits of the case.

35. Directors'' Responsibility Statement

Based on the framework of internal financial controls established and maintained by the company, work performed by the internal, statutory, secretarial and cost auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committees, including the Audit & Compliance Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during financial year 2022-23. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the financial year ended March 31, 2023;

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

d. the annual accounts for the financial year ended March 31, 2023 have been prepared by them on a going concern basis;

e. proper Internal financial controls have been followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

36. General Disclosures

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there is no

transaction on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.

(iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the

going concern status and Company''s operations in future.

(vi) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 except one matter mentioned above in a separate para.

37. Acknowledgement

The Board of Directors extends its heartfelt gratitude to the customers, vendors, dealers, investors, business associates, and bankers for their unwavering support throughout the year. Their continued trust and collaboration have played a significant role in the Company''s success.

The Board also acknowledges and appreciates the dedication and contributions of the employees at all levels. Their commitment, hard work, teamwork, and support have been instrumental in overcoming challenges and achieving our goals. We value their resilience and unwavering commitment to the Company''s growth.

Furthermore, the Board expresses sincere thanks to the Government of India, the State Governments, statutory authorities, and other government agencies for their support. We acknowledge their role in creating a conducive business environment and look forward to their continued support in the future.

The collective efforts and support of all stakeholders have been crucial in driving the Company''s progress, and the Board acknowledges their invaluable contributions.