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Directors Report of Goodluck India Ltd.
Mar 31, 2025
The Board of Directors of your Company takes pleasure in presenting 39th Annual Report and audited Standalone accounts on the business
and operations of your Company for the financial year ended 31st March, 2025.
|
Particulars |
2024-25 |
2023-24 |
|
Total income |
3966 |
3535 |
|
Earnings before interest, tax & depreciation |
341 |
293 |
|
Finance cost |
80 |
78 |
|
Depreciation |
45 |
35 |
|
Profit before tax |
216 |
180 |
|
Profit after tax |
162 |
131 |
|
Earnings per Share (in '') |
49.71 |
45.92 |
1. Results of Operations and The State of Company''s
Affairs
The Company achieved remarkable growth during the FY
2024 - 25 by selling highest ever volume of engineered
products, i.e. 442,618 MT. The Company has total 5,00,000
tons manufacturing capacity. Goodluck is into four major
verticals, which are ERW Steel Tube, Precision tube, Precision
engineering and fabrication and forging. The company has
started its solar in a separate vertical owing to the superlative
demand in this segment. Also aerospace and defence too
are other area of interest, which in management opinion
requires social especial focus. The Company caters many
diverse sectors of the economy that include auto, infra, high
speed railway, specialized infrastructure, solar, aerospace and
defence components.
The consolidated total revenue for the FY 2024-25 stood
at '' 3971.21 Crores as compared to '' 3537.73 Crores in the
Previous year. The EBITDA was up by 16.4% to ''344 Crores and
PAT grew by 25%% to '' 165.62Crores.
While examining the profitability of our standalone
company, we witnessed EBITDA grew from '' 292
Crores last year to '' 341 Crores this year, marking an
increase of 16.3.2%. In terms of profitability, it grew
'' 161.74 Crores, up from '' 130.54Crores last year, which
represents an impressive increase of 23.9 %. Profit Before Tax
stood at '' 179 Crores, while this year it has risen to '' 215
Crores, reflecting a growth of 19.8% in PBT.
2. Dividends
In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Company has formulated and
adopted a dividend distribution policy, as approved by its
Board of Directors.
This Policy will regulate the process of dividend declaration
and its pay-out by the Company in accordance with the
provisions of Companies Act, 2013 read with SEBI (LODR)
regulations, 2015. The Policy is available on the Company''s
website: https://www.goodluckindia.com/pdf/dividend-
distribution-policy.pdf
The Board of Directors recommended a Final dividend @
200%, i.e. '' 4/- per equity Share on 32738509 equity shares of
Rs. 2 each of the Company, for the year ended March 31,2025,
subject to the approval of the Members at the ensuing Annual
General Meeting.
3. Corporate Governance and Additional Information to
Shareholders
The Company is committed to maintain high standards
of corporate governance. A separate report on corporate
governance, pursuant to regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is
provided with a certificate from the Secretarial Auditors of the
Company regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations, including
the management discussion and analysis, and shareholders''
information forms a part of this report.
As required by Regulation 17(8) read with Schedule II Part
B of the Listing Regulations, the Management and CFO of
the Company have given appropriate certifications, inter
alia, confirming the correctness of the financial statements
and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee to
the Board of Directors.
Details of the depository system and listing of shares and
Registrar & Share Transfer Agent are given in the section
Shareholder information, which forms a part of the Corporate
Governance Report.
4. Business Responsibility and Sustainability report
Pursuant to Regulation 34(2)(f) of the Listing Regulations
and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May
5, 2021, your Company provides the prescribed disclosures
in new reporting requirements on Environmental, Social
and Governance ("ESG") parameters called the Business
Responsibility and Sustainability Report ("BRSR") which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct and the
report under each principle which is divided into essential and
leadership indicators.
5. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo
Details of conservation of energy, technology absorption,
foreign exchange earnings and outgo undertaken by the
Company along with the information in are given in Annexure
''A'' to the Directors'' Report.
6. Directors and Key Management Personnel
In accordance with the provisions of Section 152 of the
Companies Act, 2013 and in terms of the Article of Association
of Company, Mr. Ramesh Chandra Garg (DIN: 00298129),
Whole Time Director is liable to retire by rotation at the ensuing
AGM and being eligible, offer himself for re-appointment. The
proposal regarding his re-appointment is placed for approval
by the shareholders.
As on March 31, 2025, your Company''s Board has eight
members. This includes four Executive Directors, and four Non¬
Executive Independent Directors, two of whom are a Woman
Independent Director. You can find details about the Board
and Committee composition, director tenure, and more in the
Corporate Governance Report, which is part of this Annual
Report.
During the year, there were no changes in Directors/ Key
Managerial Personnel.
7. Number of Meetings of the Board and Its Committees
The details of the meetings of the Board of Directors and its
Committees, convened during the financial year 2024-25 are
mentioned under the Corporate Governance Report which
forms a part of this report.
8. Statutory Auditors
Disclosing the details of the Statutory Auditors in the Board''s
Report helps ensure transparency and gives shareholders and
other stakeholders confidence in the Company''s financial
health and adherence to regulations.
M/s Sanjeev Anand & Associates, Chartered Accountants
(Firm Registration No. 007171C), have been appointed as
the Statutory Auditors of the Company for a period of five
years, commencing from the conclusion of the 38th Annual
General Meeting (AGM) until the conclusion of the 43rd
AGM, to examine and audit the accounts of the Company, on
such remuneration as may be mutually agreed upon between
the Board of Directors of the Company.
The report of the Statutory Auditor forms part of the Integrated
Annual Report and Annual Accounts for FY 2024-25. The said
report does not contain any qualification, reservation, adverse
remark or disclaimer. The Notes on financial statements
referred to in the Auditor''s Report are self-explanatory and do
not call for any further comments.
No fraud has been reported by the Auditor under section
143(12) of the Companies Act, 2013 requiring disclosure in the
Board''s Report.
9. Secretarial Auditor
The Board has appointed M/s Ravi S Sharma & Associates,
Practicing Company Secretary (FCS - 7336), to conduct
Secretarial Audit for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended March 31, 2025 is
annexed herewith marked as Annexure ''B'' to this Report.
The Secretarial Audit Report for the year does not contain any
qualification or reservation remarks.
In order to comply with the recent amendments of Listing
Regulations Board of Directors of the Company has proposed,
to M/s Ravi S Sharma & Associates, Practicing Company
Secretary (FCS - 7336), to undertake the Secretarial Audit
of the Company for a period of 5 (five) consecutive years,
commencing from the 39th AGM to hold office till the
conclusion of the 44th AGM of the Company, subject to
approval of shareholders, Disclosure regarding appointment
as required under Listing Regulations is provided in the Notice
of the 39th AGM of the Company. Your Board recommends
the appointment of M/s Ravi S Sharma & Associates, Practicing
Company Secretary, as the Secretarial Auditor of the Company,
for a term of five consecutive years.
10. Cost Auditor
In terms of Section 148 of the Companies Act, 2013, the
Company is required to maintain cost records and have the
audit of its cost records conducted by a Cost Accountant.
Cost records are prepared and maintained by the Company as
required under Section 148(1) of the Companies Act, 2013.
The Board of Directors of your Company, on the
recommendations made by the Audit Committee has
approved the appointment of Mr. S. R. Kapur, Practicing
Cost Accountant, (M. No. 4926) as the Cost Auditor of your
Company to conduct the audit of cost records for the financial
year 2025-26. The remuneration proposed to be paid to the
Cost Auditor, subject to your ratification at the ensuing 39th
Annual General Meeting.
Your Company has received consent from Mr. S. R. Kapur,
Practicing Cost Accountant, to act as the Cost Auditor for
conducting audit of the cost records for the financial year 2025¬
26 along with a certificate confirming their independence and
arm''s length relationship.
The Company has maintained the Cost Records as specified by
the Central Government under Section 148(1) of the Act.
11. Auditor''s Reports
The Statutory Auditor''s Report to the Shareholders together
with Accounts for the year ended 31st March, 2025 and
notes thereon are attached, which are self-explanatory. The
observations of Statutory Auditors, Secretarial Auditors and
Cost Auditors in their report, read with the relevant Notes to
Accounts are self-explanatory and therefore, do not require
any further explanation.
The Statutory Auditors of the Company have not reported
any fraud as specified under the second proviso of Section
143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in
force). The Auditors'' Report for the financial year ended 31st
March, 2025, does not contain any qualification, reservation or
adverse remark.
12. Management Discussion and Analysis
The Management Discussion and Analysis forms an integral
part of this report and gives details of the overall industry
structure, economic developments, performance and state
of affairs of your Company''s businesses, internal controls and
their adequacy, risk & concerns, risk management systems and
other material developments etc. during the financial year
2024-25.
13. Public Deposits
Your Company has not invited or accepted any fixed deposits
during the year as per the provisions of Section 73(2) of the
Companies Act, 2013, and the rules made there under and as
such, no amount of principal or interest was outstanding on
the date of the Balance Sheet.
14. Internal Financial Controls
The Board of your Company has laid down internal financial
controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively. Your
Company has adopted policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and
the timely preparation of reliable financial disclosures.
15. Subsidiaries/Joint Ventures/Associate Companies
The Company has 5 subsidiaries as on March 31,2025. During
the year under review, the Board of Directors reviewed the
affairs of material subsidiaries. There has been no material
change in the nature of the business of the subsidiaries.
Further, the report on the performance and financial position
of each subsidiary and salient features of their Financial
Statements in the prescribed Form AOC-1 is annexed to this
Report as Annexure ''C''.
As per the SEBI Listing Regulations, a policy on material
subsidiaries as approved by the Board of Directors, may be
accessed on the Company''s website www.goodluckindia.
com.
16. Independent Directors Declaration
During the financial year 2024-25, the Board of the Company
consists of Mr. Rajiv Goel, Mrs. Rajni Abbi, Mr. Madhur Gupta,
Ms. Charu Jindal as Independent Directors. These Directors
have confirmed that they fulfill all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as an Independent
Directors under the provisions of the Companies Act, 2013
and the Rules thereunder.
Every Independent Director, at the first meeting of the Board
in which he participates as a Director and thereafter at the first
meeting of the Board in every financial year, gives a declaration
that he meets the criteria of independence as provided under
law.
The Board of Directors confirm that the Independent directors
appointed during the year also meet the criterial of integrity,
expertise and experience in terms of Rule 8 of the Companies
(Accounts) Rules, 2014.
17. Disclosure as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013
Your Board strongly believes in providing a safe and
harassment-free workplace for every individual working in the
Company. It is the continuous endeavour of the Management
to foster an environment that is free from discrimination and
harassment, including sexual arassment, a detailed report
on Sexual Harassment of Women at Workplace disclosed in
the Corporate Governance Report, which forms part of this
Annual Report.
18. Risk Management Policy
In compliance with the requirement of the Companies Act,
2013 the Company has put in place Risk Minimization and
Assessment Procedures. In order to effectively and efficiently
manage risk and address challenges, the Company has
formulated Risk Management Policy.
The objective of any risk identification and assessment process
is to evaluate the combination of likelihood and level of
negative impacts from an event. The three main components
of risk assessment are business risk, service/operational risk
and external risk.
The Company manages the risk in line with current risk
management best practices. This facilitates the achievement
of our objectives, operational effectiveness and efficiency,
protection of people and assets, informed decision-making
and compliance with applicable laws and regulations.
19. Change in The Nature of Business
In pursuance to Rule 8(5) of Companies (Accounts) Rules,
2014, there is no change in the nature of business of Company.
20. Material Orders
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules,
2014, there were no significant or material orders were passed
by the Regulators or Courts or Tribunals during the financial
year 2024- 25 which would impact the going concern status
and Company''s operations in future.
21. Particulars of Loans Given, Investments Made,
Guarantees Given and Securities Provided
Particulars of loans given, investments made, guarantees given
and securities provided along with the purpose for which the
loan or guarantee or security is proposed to be utilized by the
recipient are provided in the financial statements.
22. Familiarization Programme for Board Members
The Board members are provided with necessary documents,
reports and internal policies to enable them to familiarize
with the Company''s procedures and practices. Periodic
presentations are made at the Board and Board Committee
Meetings, on business and performance updates of the
Company. The details of such familiarization programmes
for Independent Directors are posted on the website of the
Company and can be accessed at the link https://www.
goodluckindia.com.
23. Policy on Related Party Transactions
All Contracts/transactions/arrangements entered into by the
Company during the financial year with the Related Parties
were in ordinary course of business and on an arm''s length
basis and in accordance with the provisions of the Companies
Act, 2013, read with the Rules issued thereunder and the
Listing Regulations. Further, there were no transactions with
related parties which qualify as material transactions under
the Listing Regulations.
All transactions with related parties were reviewed and
approved by the Audit Committee. Omnibus approval is
obtained for un-foreseen transactions. Subsequently on a
quarterly basis the transactions are presented to the Audit
Committee, specifying the nature, value and terms and
conditions of the same.
The Company has made transactions with related parties
pursuant to Section 188 of Companies Act, 2013. The
particulars of material contracts or arrangements with related
parties referred to in sub-section (1) of section 188 in the Form
AOC-2 is annexed herewith as Annexure ''D''.
The Company has formulated a policy on materiality of related
party transactions and also on dealing with Related Party
Transactions which has been uploaded on the Company''s
website at the weblink: https://www.goodluckindia.com.
24. Policy on appointment and remuneration to be paid to
Directors, Key Managerial Personnel (KMP) and other
employees and criteria formulated by the Committee
for determining qualification, attributes, Independence
of a director
The Board has adopted a policy, on remuneration to be paid
to Directors, Key Managerial Personnel and other employees
and Criteria for Appointment of Directors. The objective of
the policy is to define the criteria for qualification, qualities
and characteristics for the Board as a whole and to ensure
that Executive/Non-Executive Directors and Key Managerial
Personnel are sufficiently compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors
("the Board") of the Company is subject to the provisions of
the Companies Act, 2013, Listing Regulations and Articles
of the Association of the Company. The Nomination and
Remuneration Committee is responsible for evaluating the
qualifications of each candidate to be appointed as Director
on the Board. In general, it is expected from a Director to
possess appropriate skills, experience and knowledge in one
or more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical
operations or other disciplines related to the Company''s
business or in the area of his expertise and to have ample
experience and a proven record of professional success,
leadership and the highest level of personal and professional
ethics, integrity and values.
Remuneration Policy
Non-Executive Independent Directors may receive sitting
fees for attending the Meeting of the Board and Committees
thereof. The Executive Directors and other employees are
paid remuneration by way of salary, perquisites, allowances.
Perquisites and retirement benefits are paid as per the
Company policy. The remuneration of Executive Directors,
as recommended by the Nomination and Remuneration
Committee, is approved and further recommended by Board
of Directors to the Members for approval. Remuneration
and annual pay of Executive Directors and employees is
determined keeping in view the industry benchmark and the
relative performance of the Company.
Criteria for Determining Qualifications, Positive
Attributes & Independence of Director
A director shall possess appropriate skills, experience and
knowledge in one or more fields of finance, law, management,
sales, marketing, administration, research, corporate
governance, operations or other disciplines related to the
company''s business or in the area of his expertise.
A director shall be a person of integrity, who possesses
relevant expertise and experience and who shall uphold
ethical standards of integrity and probity; act objectively
and constructively; exercise his responsibilities in a bona-fide
manner in the interest of the company; devote sufficient time
and attention to his professional obligations for informed
and balanced decision making; and assist the company in
implementing the best corporate governance practices.
Directors should be free to present their view point
independently, Company has also adopted to conduct the
separate meeting of the independent Directors, which will
ensure that the independent directors of the Company
can review the performance of the Board and Chairman.
Moreover, the Directors should meet the other requirements
of the Companies Act, 2013 and Regulation 16(1) (b) of
Listing Regulations concerning independence of directors. A
complete Remuneration Policy is available Company''s website
at the weblink: https://www.goodluckindia.com .
25. Evaluation of the Board''s Performance
In terms of the requirement of the Companies Act, 2013 and
the Listing Regulations, an annual performance evaluation of
the Board is undertaken where the Board formally assesses its
own performance with the aim to improve the effectiveness
of the Board and the Committees. During the year, Board
evaluation cycle was completed by the Company internally
which included the evaluation of the Board as a whole, Board
Committees and the Peer evaluation of the Directors. The
exercise was carried out through a structured evaluation to
evaluate the performance of individual directors including the
Board Chairman along with the Chairman of the Nomination
and remuneration Committee of the Company. The evaluation
process focused on various aspects of the functioning of
the Board and Committees, experience and competencies,
performance of specific duties and obligations, governance
issues, etc.
The evaluation of Independent Directors was carried out
by the entire Board and that of the Chairman and the Non¬
Independent Directors were carried out by the Independent
Directors.
The performance of the Board was evaluated on the basis
of the criteria such as the Board composition and structure,
effectiveness of Board process, information and functioning
etc. The performance of the committees was evaluated on the
basis of the criteria such as the composition of the committees,
effectiveness of committee meetings, etc. The Board and
Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the
criteria such as the contribution of individual director to the
Board and committee meetings like preparedness on the issue
to be discuss meaningful and constructive contribution and
inputs in meetings, etc.
The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Board and its
Committees with the Company.
In the coming year, the Board intends to enhance focus on
diversity of the Board through the process of induction of
members having industry expertise, strategic plan, exploring
the new drivers of growth and further enhancing engagement
with investors.
26. Corporate Social Responsibility Initiatives
In compliance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules 2014, the Company has established Corporate
Social Responsibility (CSR) Committee and statutory
disclosures with respect to the CSR Committee and an Annual
Report on CSR Activities forms part of this Report as Annexure
''E. The CSR Policy may be accessed on the Company''s website
at the weblink: https://www.goodluckindia.com.
27. Buy Back of Securities
The Company has not bought back any of its securities during
the year under review.
28. Transfer to reserves
The Board opted not to propose any transfer to reserve at
this time, choosing instead to allocate resources toward
opportunities that may foster growth and resilience in the
future. The decision reflects a careful consideration of our
current needs and a strategic approach.
29. Vigil Mechanism
The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations.
To maintain these standards, the Company encourages its
employees who have concerns about suspected misconduct
to come forward and express these concerns without fear
of punishment or unfair treatment. A Vigil (Whistle Blower)
mechanism provides a channel to the employees and
Directors to report to the management concerns about
genuine concerns or grievances, unethical behavior, actual or
suspected fraud or violation of the Codes of conduct or legal
or regulatory requirements incorrect or misrepresentation
of any financial statements and reports, etc. The detail vigil
mechanism may be accessed on the Company''s website at
the weblink: https://www.goodluckindia.com.
30. Annual Return
Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual
Return for financial year 2024-25 of the Company has been
placed on the website of the Company at https://www.
goodluckindia.com/shareholder-information.php.
31. Particulars of Employees
Particulars of employees and the ratio of the remuneration
of each director to the median employee''s remuneration and
other details in terms of Section 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
attached herewith as Annexure ''F''.
32. Payment of Listing Fees
Annual listing fee for the year 2024-25 has been paid by the
Company to the stock exchanges where the company is listed,
i.e., BSE Ltd. and National Stock Exchange Limited.
33. Material Changes and Commitments Affecting the
Financial Position of the Company as on 31st March
2025
During the year, there was no change in the general nature of
business of your Company. Except as disclosed elsewhere in
this Report, no material change or commitment has occurred
which would have affected the financial position of your
Company between the end of the financial year to which
the financial statements relate and the date of the report. No
significant and material order was passed by the regulators
or courts or tribunals which would have impacted the going
concern status and your Company''s operations in future.
Your Company has not made any provision of money for the
purchase of, or subscription for, shares of your Company or
its holding company, to be held by or for the benefit of the
employees of your Company and hence the disclosure as
required under Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is not required. No fraud took place
in the Company during the year and hence, no such reporting
was made to the Audit Committee and the Board under Rule
13(3) of the Companies (Audit and Auditors) Rules, 2014.
34. Details of application pending under Insolvency and
Bankruptcy Code, 2016
During the year under the review, there has been no
application made or proceeding pending in the knowledge
of the company under the Insolvency and Bankruptcy Code,
2016.
35. One-time Settlement
There is no instance for one-time settlement with Banks or
Financial Institutions. Hence, there is no question of difference
between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions.
36. Compliance with the provision of Maternity Benefit Act
,1961
The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961, as amended by the Maternity
Benefit (Amendment) Act, 2017. All eligible women employees
have been extended maternity leave and other applicable
benefits as prescribed under the Act.
37. Secretarial Standard
The Directors state that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretaries
of India, relating to Meetings of Board of Directors and General
Meetings respectively, have been duly complied with.
38. Statement of deviation or variation
In accordance with Regulation 32 (4) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board confirms that there has been no deviation or
variation in the utilisation of proceeds from the preferential
issue of equity shares. The funds were utilised for the purposes
stated in the notice of the general meeting approving the
issue.
The Audit Committee has reviewed the statement of utilisation,
and the Board has taken note of the same.
39. Directors Responsibility Statement
As stipulated in Section 134(3) (c) of Companies Act, 2013, your
Directors subscribe to the "Directors Responsibility Statement"
and confirm as under:
a. That in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures.
b. That the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true & fair view of the state of affairs of the Company at the
end of Financial Year 2024-25 and of the Profit & Loss A/c
of the Company for that period.
c. That the directors have taken proper and sufficient care
of the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and
detecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on a
going concern basis.
e. The directors, in case of a listed company, have laid down
internal financial controls to be followed by the Company
and that such internal financial controls are adequate and
were operating effectively.
f. The directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
40. Appreciation
Your Directors wish to thank and acknowledge with gratitude
for assistance and co-operation received from the financial
institutions, banks, government authorities, customer, vendors,
and members during the year under review. Your directors also
wish to place on record their deep sense of appreciation for
the committed services by the executives, staff and workers of
the company.
On behalf of the Board of
Directors
M. C. GARG
Chairman
Date: 29.08.2025
Place: Ghaziabad
Mar 31, 2024
The Board of Directors of your Company takes pleasure in presenting 38th Annual Report and audited Standalone accounts on the business and operations of your Company for the financial year ended 31st March, 2024.
('' In Cr)
|
Particulars |
2023-24 |
2022-23 |
|
Total income |
3535 |
3086 |
|
Earnings before interest, tax & depreciation |
293 |
218 |
|
Finance cost |
78 |
66 |
|
Depreciation |
35 |
33 |
|
Profit before tax |
180 |
120 |
|
Profit after tax |
131 |
87 |
|
Earning per Share (in '') |
45.92 |
32.97 |
1. Results of Operations and The State of Company''s Affairs
The Company achieved remarkable growth during the FY 2023 - 24 by selling highest ever volume of engineered products, i.e. 3,74,165 MT. The Company has total 4,12,000 tons manufacturing capacity. Goodluck is into four major vertical, which are ERW Steel Tube, Precision tube, Precision engineering and fabrication and forging. The company has started its solar in a separate vertical owing to the superlative demand in this segment. Also aerospace and defence too are other area of interest, which in management opinion requires social especial focus. The Company caters many diverse sectors of the economy that include auto, infra, high speed railway, specialized infrastructure, solar, aerospace and defence components.
The consolidated total revenue for the FY 2023-24 stood at ''3,537.73 Crores as compared to ''3,086.80 Crores in the Previous year. The EBITDA was up by 34.44% to ''295.19 Crores and PAT grew by 50.65 % to ''132.27 Crores.
While examining the profitability of our standalone company, we witnessed EBITDA grew from ''218 Crores last year to ''292 Crores this year, marking an increase of 34.2%. In terms of profitability, it grew ''130.5 Crores, up from ''86.90 Crores last year, which represents an impressive increase of 50.17 %. Profit Before Tax stood at ''120 Crores, while this year it has risen to ''179 Crores, reflecting a growth of 49.77% in PBT.
2. Dividends
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a dividend distribution policy, as approved by its Board of Directors.
This Policy will regulate the process of dividend declaration and its pay-out by the Company in accordance with the provisions of Companies Act, 2013 read with SEBI (LODR) regulations, 2015. The Policy is available on the Companyâs website: https://www. goodluckindia.com/pdf/dividend-distribution-policy.pdf
Based on Companyâs healthy performance during the year, the Company is committed to distribute '' 6/- per equity share as dividend. The Company has distributed its First Interim dividend @150%, i.e. '' 3/- per equity share and Second Interim Dividend @100%, i.e. '' 2/- per equity share, on the paid up equity share capital for the financial year 2023-24.
The Board of Directors recommended a Final dividend @ 50%, i.e. '' 1 /- per equity Share on 31773909 equity shares of '' 2 each of the Company, for the year ended March 31,2024, subject to the approval of the Members at the ensuing Annual General Meeting.
3. Corporate Governance and Additional Information to Shareholders
The Company is committed to maintain high standards of corporate governance. A separate report on corporate governance, pursuant to regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided with a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations, including the management discussion and analysis, and shareholdersâ information forms a part of this report.
As required by Regulation 17(8) read with Schedule II Part B of the Listing Regulations, the Management and CFO of the Company have given appropriate certifications, inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee to the Board of Directors.
Details of the depository system and listing of shares and Registrar & Share Transfer Agent are given in the section Shareholder information, which forms a part of the Corporate Governance Report.
4. Business Responsibility and Sustainability report
Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators.
5. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Details of conservation of energy, technology absorption, foreign exchange earnings and outgo undertaken by the Company along with the information in are given in Annexure âA'' to the Directorsâ Report.
6. Directors and Key Management Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Article of Association of Company, Mr. Nitin Garg (DIN: 02693146), Whole Time Director is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The proposal regarding his reappointment is placed for approval by the shareholders.
Mr. Satish Gupta, on account of his professional commitment has shown his inability to continue with the position of Independent Director of the Company and submitted his resignation. The Board considered his resignation and he ceased to be director with effect from 08th April, 2023.
Mr. Shambhu Nath Singh (DIN: 09847470) was appointed as an Executive Director of the Company for a period of 5 years with effect from 01st October, 2023 in terms of the provision of Section 196, 197, 198 and 203 of the Companies Act, 2013.
7. Number of Meetings of the Board and Its Committees
The details of the meetings of the Board of Directors and its Committees, convened during the financial
year 2023-24 are mentioned under the Corporate Governance Report which forms a part of this report.
8. Statutory Auditors
At the Companyâs 33rd AGM held on September 30, 2019, M/s Vipin Kumar & Co. (Firm Registration No-002123C), Chartered Accountants, was appointed as the Statutory Auditor of the Company for a term of 5 years to hold office until the conclusion of the 38th Annual General Meeting. Accordingly, the term of office of M/s Vipin Kumar & Co., as the Statutory Auditor is upto the conclusion of 38th Annual General Meeting of the Company.
The Board of Directors, based on the recommendation of Audit Committee, proposed the appointment of M/s Sanjeev Anand & Associates (Firm Registration No-007171C), Chartered Accountants as the Statutory Auditor of the Company, for a period of five years commencing from the conclusion of the ensuing AGM until the conclusion of 43rd AGM of the Company, subject to shareholder approval, pursuant to section 139 of the Companies Act, 2013, to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.
The report of the Statutory Auditor forms part of the Integrated Report and Annual Accounts for FY 2023
24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statements referred to in the Auditorâs Report are self-explanatory and do not call for any further comments.
No fraud has been reported by the Auditor under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boardâs Report.
9. Secretarial Auditor
The Board has appointed M/s Ravi S Sharma & Associates, Practicing Company Secretary (FCS -7336), to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith marked as Annexure âB'' to this Report.
10. Cost Auditor
The Board of Directors of your Company, on the recommendations made by the Audit Committee has approved the appointment of S. R. Kapur, Practicing Cost Accountant, (M. No. 4926) as the Cost Auditor of your Company to conduct the audit of cost records for
the financial year 2024-25. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing 38th Annual General Meeting.
Your Company has received consent from S. R. Kapur, Practicing Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and armâs length relationship.
H. Auditor''s Reports
The Statutory Auditorâs Report to the Shareholders together with Accounts for the year ended 31st March, 2024 and notes thereon are attached, which are selfexplanatory. The observations of Statutory Auditors and Secretarial Auditors in their report, read with the relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditorsâ Report for the financial year ended 31st March, 2024, does not contain any qualification, reservation or adverse remark.
12. Management Discussion and Analysis
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs businesses, internal controls and their adequacy, risk & concerns, risk management systems and other material developments etc. during the financial year 2023-24.
13. Public Deposits
Your Company has not invited or accepted any fixed deposits during the year as per the provisions of Section 73(2) of the Companies Act, 2013, and the rules made there under and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.
14. Internal Financial Controls
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
15. Subsidiaries/Joint Ventures/Associate Companies
During the period under review, the Company has made an investment in the equity shares of M/s Goodluck Defence & Aerospace Limited which resulting it becoming a Subsidiary of the Company.
A separate section on the performance and financial position of the subsidiary company in Form AOC-I is part of the report and is annexed herewith as Annexure âC''.
As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Companyâs website www. goodluckindia.com.
16. Independent Directors Declaration
During the financial year 2023-24, the Board of the Company consists of Mr. Rajiv Goel, Mrs. Rajni Abbi, Mr. Madhur Gupta, Ms. Charu Jindal as Independent Directors. These Directors have confirmed that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as an Independent Directors under the provisions of the Companies Act, 2013 and the Rules thereunder.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
The Board of Directors confirm that the Independent directors appointed during the year also meet the criterial of integrity, expertise and experience in terms of Rule 8 of the Companies (Accounts) Rules, 2014.
17. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy has been formed to prohibit, prevent or deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual
harassment. The Company is an equal employment opportunity provider and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.
During the Financial Year 2023-24, the Company has not received any complaints of sexual harassment. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.
18. Risk Management Policy
In compliance with the requirement of the Companies Act, 2013 the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.
The objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/operational risk and external risk.
The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable laws and regulations.
19. Change in The Nature of Business
In pursuance to Rule 8(5) of Companies (Accounts) Rules, 2014, there is no change in the nature of business of Company.
20. Material Orders
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, there were no significant or material orders were passed by the Regulators or Courts or Tribunals during the financial year 2023- 24 which would impact the going concern status and Companyâs operations in future.
21. Particulars of Loans Given, Investments Made,
Guarantees Given and Securities Provided
Particulars of loans given, investments made,
guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.
22. Familiarization Programme for Board Members
The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at the link https://www.goodluckindia. com.
23. Policy on Related Party Transactions
All Contracts/transactions/arrangements entered into by the Company during the financial year with the Related Parties were in ordinary course of business and on an armâs length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for un-foreseen transactions. Subsequently on a quarterly basis the transactions are presented to the Audit Committee, specifying the nature, value and terms and conditions of the same.
The Company has made transactions with related parties pursuant to Section 188 of Companies Act, 2013. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexed herewith as Annexure âD''.
The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Companyâs website at the weblink: https://www. goodluckindia.com.
24. Policy on appointment and remuneration to be paid to Directors, Key Managerial Personnel (KMP) and other employees and criteria formulated by the Committee for determining qualification, attributes, Independence of a director
The Board has adopted a policy, on remuneration to be paid to Directors, Key Managerial Personnel and other employees and Criteria for Appointment of Directors. The objective of the policy is to define the criteria for
qualification, qualities and characteristics for the Board as a whole and to ensure that Executive/Non-Executive Directors and Key Managerial Personnel are sufficiently compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors ("the Board") of the Company is subject to the provisions of the Companies Act, 2013, Listing Regulations and Articles of the Association of the Company. The Nomination and Remuneration Committee is responsible for evaluating the qualifications of each candidate to be appointed as Director on the Board. In general, it is expected from a Director to possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Companyâs business or in the area of his expertise and to have ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values.
Remuneration Policy
Non-Executive Independent Directors may receive sitting fees for attending the Meeting of the Board and Committees thereof. The Executive Directors and other employees are paid remuneration by way of salary, perquisites, allowances. Perquisites and retirement benefits are paid as per the Company policy. The remuneration of Executive Directors, as recommended by the Nomination and Remuneration Committee, is approved and further recommended by Board of Directors to the Members for approval. Remuneration and annual pay of Executive Directors and employees is determined keeping in view the industry benchmark and the relative performance of the Company.
Criteria for Determining Qualifications, Positive Attributes & Independence of Director
A director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the companyâs business or in the area of his expertise.
A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively
and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.
Directors should be free to present their view point independently, Company has also adopted to conduct the separate meeting of the independent Directors, which will ensure that the independent directors of the Company can review the performance of the Board and Chairman. Moreover, the Directors should meet the other requirements of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors. A complete Remuneration Policy is available Companyâs website at the weblink: https://www.goodluckindia.com .
25. Evaluation of the Board''s Performance
In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year, Board evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and the Peer evaluation of the Directors. The exercise was carried out through a structured evaluation to evaluate the performance of individual directors including the Board Chairman along with the Chairman of the Nomination and remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.
The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.
The performance of the Board was evaluated on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the committees was evaluated on the basis of the criteria such as the composition of the committees, effectiveness of committee meetings, etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such
as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
In the coming year, the Board intends to enhance focus on diversity of the Board through the process of induction of members having industry expertise, strategic plan, exploring the new drivers of growth and further enhancing engagement with investors.
26. Corporate Social Responsibility Initiatives
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure âE''. The CSR Policy may be accessed on the Companyâs website at the weblink: https://www.goodluckindia.com
27. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
28. Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about genuine concerns or grievances, unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc. The detail vigil mechanism may be accessed on the Companyâs website at the weblink: https://www.goodluckindia.com.
29. Annual Return
Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual Return for financial year 2023-24 of the Company has been placed on the website of the Company at https://www.goodluckindia.com.
30. Particulars of Employees
Particulars of employees and the ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure âF''.
31. Payment of Listing Fees
Annual listing fee for the year 2023-24 has been paid by the Company to the stock exchanges where the company is listed, i.e., BSE Ltd. and National Stock Exchange Limited.
32. Material Changes and Commitments Affecting the Financial Position of the Company as on 31st March 2024
During the year, there was no change in the general nature of business of your Company. Except as disclosed elsewhere in this Report, no material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companyâs operations in future. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014.
33. Details of application pending under Insolvency and Bankruptcy Code, 2016
During the year under the review, there has been no application made or proceeding pending in the knowledge of the company under the Insolvency and Bankruptcy Code, 2016.
34. There is no instance for one-time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
35. Directors Responsibility Statement
As stipulated in Section 134(3) (c) of Companies
Act, 2013, your Directors subscribe to the "Directors
Responsibility Statement" and confirm as under:
a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of Financial Year 2023-24 and of the Profit & Loss A/c of the Company for that period.
c. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on a going concern basis.
e. The directors, in case of a listed company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
36. Appreciation
Your Directors wish to thank and acknowledge with gratitude for assistance and co-operation received from the financial institutions, banks, government authorities, customer, vendors, and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.
On behalf of the Board of Directors
M. C. GARG
Chairman
Date: 02.09.2024
Place: Ghaziabad
Mar 31, 2023
Directors'' Report
Dear Shareholders,
The Board of Directors of your Company takes pleasure in presenting 37th Annual Report and audited Standalone accounts on
the business and operations of your Company for the financial year ended 31st March 2023.
|
Particulars |
2022-23 |
2021-22 |
|
Gross Revenue |
3,086 |
2,617 |
|
Earnings before interest, tax & depreciation |
218 |
187 |
|
Finance cost |
66 |
57 |
|
Depreciation |
33 |
29 |
|
Profit before tax |
120 |
101 |
|
Profit after tax |
87 |
75 |
|
Earning per Share (in '') |
32.97 |
29.48 |
1. RESULTS OF OPERATIONS AND THE STATE OF
COMPANYâS AFFAIRS
The Company achieved remarkable growth during the
FY 2022-23 by selling highest ever volume of engineered
products, i.e., 316718 MT which is 20% higher than the
previous FY 2021-22. The Company has total 364,000
tons manufacturing capacity. And this year, company
have added 18,000 metric tons in forging division.
Goodluck is into four major vertical, which are ERW
Steel Tube, Precision tube, Precision engineering and
fabrication and forging. The company has started its
solar in a separate vertical owing to the superlative
demand in this segment. Also aerospace and defence too
are other area of interest, which in management opinion
requires social especial focus. The Company caters
many diverse sectors of the economy that include auto,
infra, high speed railway, specialized infrastructure, solar,
aerospace and defence components.
The Company on a consolidated basis registered a
robust turnover of '' 3,047.98 crore in FY23 as against
'' 2,577.72 crore in the previous FY22, recording a growth
of 18.24%. EBITDA increased by 17.26% to '' 219.15
crore in FY 2022-23 compared to ''186.88 crore in
FY 2021-22. PAT stood at '' 87.80 crore in FY 2022-23 as
against '' 75 crore in FY 2021-22. The company''s debt
equity ratio improved from 1.15 to 0.95 in FY23. The EPS
during the financial year is '' 33.31 per share.
On the basis of market capitalization as on 31st March 2023,
the Company has succeeded in making space under the
top 1000 listed entities and as per the requirement under
regulation 43A of SEBI (LODR) Regulations, 2015 and as
per Companies Act, 2013, the Board of Directors of the
Company had approved a Dividend Distribution Policy in
its meeting held on 08th April 2023.
This Policy will regulate the process of dividend
declaration and its pay-out by the Company in accordance
with the provisions of Companies Act, 2013 read with
SEBI (LODR) regulations, 2015. The Policy is available
on the Company''s website: https://www.goodluckindia.
com/pdf/dividend-distribution-policy.pdf
Based on Company''s healthy performance during the
year, the Company has distributed the Interim dividend
@100%, i.e. '' 2/- per equity share, on the paid up equity
share capital for the financial year 2022-23.
The Board of Directors recommended a Final dividend
@ 150%, i.e. '' 2.50 /- per equity Share on 27256250
equity shares of 2 each of the Company, for the year
ended 31st March 2023, subject to the approval of the
Members at the ensuing Annual General Meeting.
3. CORPORATE GOVERNANCE AND ADDITIONAL
INFORMATION TO SHAREHOLDERS
The company is committed to maintain high standards
of corporate governance. A separate report on corporate
governance, pursuant to regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, is provided with a certificate from the Statutory
Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated
under Listing Regulations, including the management
discussion and analysis, and shareholders'' information
forms a part of this report.
As required by Regulation 17(8) read with Schedule II
Part B of the Listing Regulations, the Management and
CFO of the Company have given appropriate certifications,
inter alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to the
Audit Committee to the Board of Directors.
Details of the depository system and listing of shares
and Registrar & Share Transfer Agent are given in the
section Shareholder information, which forms a part of
the Corporate Governance Report.
4. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing
Regulations and SEBI circular no. SEBI/LAD-NRO/
GN/2021/2 dated 5th May 2021, your Company
provides the prescribed disclosures in new reporting
requirements on Environmental, Social and Governance
("ESG") parameters called the Business Responsibility
and Sustainability Report ("BRSR") which includes
performance against the nine principles of the National
Guidelines on Responsible Business Conduct and
the report under each principle which is divided into
essential and leadership indicators. The BRSR is given
as an integral part of this annual report.
5. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Details of conservation of energy, technology absorption,
foreign exchange earnings and outgo undertaken by
the Company along with the information in are given in
Annexure ''A'' to the Directors'' Report.
6. DIRECTORS AND KEY MANAGEMENT
PERSONNEL
In accordance with the provisions of Section 152 of
the Companies Act, 2013 and in terms of the Article
of Association of Company, Mr. Ramesh Chandra Garg
(DIN: 00298129), Whole Time Director is liable to retire
by rotation at the ensuing AGM and being eligible, offer
himself for re-appointment. The proposal regarding
his re-appointment is placed for approval by the
shareholders.
Mr. Vijender Kr. Tyagi, Mr. Ishwar C Agasti and
Mr. Rahul Goel, the independent Directors of the Company
have completed their tenure on 29th September 2022
and cease to be an independent director on the Board of
the Company.
Mr. Rajiv Goel (DIN: 05161245) and Ms. Rajni Abbi
(DIN: 08867489) who were appointed as Non- Executive
Independent Director of the Company for a terms of five
consecutive years with effect from 29th September 2022
in terms of the provision of Section 149 (10) of the
Companies Act, 2013.
Mr. Satish Kumar Gupta (DIN: 00354707),
Mr. Madhur Gupta (DIN: 03193827) and Ms. Charu Jindal
(DIN: 09776017), who were appointed as an Additional
Independent Director, by the Board of Directors with effect
from 29th October 2022 and has been regularized as an
Independent Non-Executive Director of the Company
with effect from 05th December 2022.
On account of preoccupation, Ms. Rashmi Garg
(DIN: 08188918) has shown her inability to continue with
the position of Independent Director of the Company and
ceased to be director with effect from 09th November
2022.
Mr. Satish Gupta, on account of his professional
commitment has shown his inability to continue with
the position of Independent Director of the Company
and submitted his resignation. The Board considered his
resignation and he ceased to be director with effect from
08th April 2023.
7. NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES
The details of the meetings of the Board of Directors
and its Committees, convened during the financial year
2022-23 are mentioned under the Corporate Governance
Report which forms a part of this report.
At the Company''s 33rd AGM held on September 30, 2019,
M/s Vipin Kumar & Co. (Firm Registration No- 002123C),
Chartered Accountants, has been appointed as the
Statutory Auditor of the Company for a term of 5 years to
hold office until the conclusion of the 38th Annual General
Meeting.
The report of the Statutory Auditor forms part of the
Integrated Report and Annual Accounts for FY 2022-23.
The said report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes on
financial statements referred to in the Auditor''s Report
are self-explanatory and do not call for any further
comments.
No fraud has been reported by the Auditor under section
143(12) of the Companies Act, 2013 requiring disclosure
in the Board''s Report.
The Board has appointed M/s Ravi S Sharma
& Associates, Practicing Company Secretary
(FCS - 7336), to conduct Secretarial Audit for the
financial year 2022-23. The Secretarial Audit Report
for the financial year ended 31st March 2023 is annexed
herewith marked as Annexure ''B'' to this Report.
The Board of Directors of your Company, on the
recommendations made by the Audit Committee has
approved the appointment of S. R. Kapur, Practicing Cost
Accountant, (M. No. 4926) as the Cost Auditor of your
Company to conduct the audit of cost records for the
financial year 2023-24. The remuneration proposed to
be paid to the Cost Auditor, subject to your ratification
at the ensuing 37th Annual General Meeting.
Your Company has received consent from S. R. Kapur,
Practicing Cost Accountant, to act as the Cost Auditor
for conducting audit of the cost records for the financial
year 2023-24 along with a certificate confirming their
independence and arm''s length relationship.
The Statutory Auditor''s Report to the Shareholders
together with Accounts for the year ended
31 st March 2023 and notes thereon are attached, which
are self-explanatory. The observations of Statutory
Auditors and Secretarial Auditors in their report, read with
the relevant Notes to Accounts are self-explanatory and
therefore, do not require any further explanation.
The Statutory Auditors of the Company have not reported
any fraud as specified under the second proviso of
Section 143(12) of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for
the time being in force). The Auditors'' Report for the
financial year ended 31 st March 2023, does not contain
any qualification, reservation or adverse remark.
12. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms
an integral part of this report and gives details of the
overall industry structure, economic developments,
performance and state of affairs of your Company''s
businesses, internal controls and their adequacy, risk &
concerns, risk management systems and other material
developments etc. during the financial year 2022-23.
Your Company has not invited or accepted any fixed
deposits during the year as per the provisions of
Section 73(2) of the Companies Act, 2013, and the
rules made there under and as such, no amount of
principal or interest was outstanding on the date of the
Balance Sheet.
14. INTERNAL FINANCIAL CONTROLS
The Board of your Company has laid down internal
financial controls to be followed by the Company and
that such internal financial controls are adequate and
operating effectively. Your Company has adopted
policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to
the Company''s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial
disclosures.
15. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE
COMPANIES
A separate section on the performance and financial
position of the subsidiary company in Form
AOC- I is part of the report and is annexed herewith as
Annexure ''C''.
As per the SEBI Listing Regulations, a policy on
material subsidiaries as approved by the Board of
Directors, may be accessed on the Company''s website
www.goodluckindia.com.
16. INDEPENDENT DIRECTORS DECLARATION
During the financial year 2022-23, the Board of the
Company consists of Mr. Rajiv Goel, Mrs. Rajni Abbi,
Mr. Madhur Gupta, Ms. Charu Jindal and Mr. Satish Gupta
as Independent Directors. These Directors have confirmed
that they fulfill all the requirements as stipulated in
Section 149(6) of the Companies Act, 2013 so as to
qualify themselves to be appointed as an Independent
Directors under the provisions of the Companies Act,
2013 and the Rules thereunder.
Every Independent Director, at the first meeting of
the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every
financial year, gives a declaration that he meets the
criteria of independence as provided under law.
The Board of Directors confirm that the Independent
directors appointed during the year also meet the criterial
of integrity, expertise and experience in terms of Rule 8
of the Companies (Accounts) Rules, 2014.
17. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on prevention,
prohibition and redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder. The Policy has been formed to prohibit,
prevent or deter the commission of the acts of sexual
harassment at workplace and to provide the procedure for
redressal of complaints pertaining to sexual harassment.
The Company is an equal employment opportunity
provider and is committed for creating a healthy working
environment that enables employees to work without
fear of prejudice, gender bias and sexual harassment.
The Company also believes that all employees of the
Company have the right to be treated with dignity.
During the Financial Year 2022-23, the Company has
not received any complaints of sexual harassment.
The Company is committed to providing a safe and
conducive work environment to all of its employees and
associates.
On the basis of market capitalization as on 31st March 2023,
the Company has succeeded in making space under the
top 1000 listed entities and as per the requirement under
regulation 21 of SEBI (LODR) Regulations, 2015 and as
per Companies Act, 2013, the Company has constituted a
Risk Management Committee of the Board in its meeting
held on April 08, 2023 which will help in development
and implementation of a Risk Management Policy for
the Company including identification therein of elements
of risk, if any, which may threaten the existence of the
Company.
In compliance with the requirement of the Companies Act,
2013 the Company has put in place Risk Minimization
and Assessment Procedures. In order to effectively and
efficiently manage risk and address challenges, the
Company has formulated Risk Management Policy.
The objective of any risk identification and assessment
process is to evaluate the combination of likelihood
and level of negative impacts from an event. The three
main components of risk assessment are business risk,
service/operational risk and external risk.
The Company manages the risk in line with current
risk management best practices. This facilitates the
achievement of our objectives, operational effectiveness
and efficiency, protection of people and assets, informed
decision-making and compliance with applicable laws
and regulations.
19. CHANGE IN THE NATURE OF BUSINESS
In pursuance to Rule 8(5) of Companies (Accounts)
Rules, 2014, there is no change in the nature of business
of Company.
In pursuance to Rule 8(5) (vii) of Companies (Accounts)
Rules, 2014, there were no significant or material orders
were passed by the Regulators or Courts or Tribunals
during the financial year 2022- 23 which would impact
the going concern status and Company''s operations in
future.
21. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to
be utilized by the recipient are provided in the financial
statements.
22. FAMILIARIZATION PROGRAMME FOR BOARD
MEMBERS
The Board members are provided with necessary
documents, reports and internal policies to enable
them to familiarize with the Company''s procedures
and practices. Periodic presentations are made at the
Board and Board Committee Meetings, on business
and performance updates of the Company. The details
of such familiarization programmes for Independent
Directors are posted on the website of the Company and
can be accessed at the link https://www.goodluckindia.
com.
23. POLICY ON RELATED PARTY TRANSACTIONS
All Contracts/transactions/arrangements entered into by
the Company during the financial year with the Related
Parties were in ordinary course of business and on an
arm''s length basis and in accordance with the provisions
of the Companies Act, 2013, read with the Rules issued
thereunder and the Listing Regulations. Further, there
were no transactions with related parties which qualify
as material transactions under the Listing Regulations.
All transactions with related parties were reviewed and
approved by the Audit Committee. Omnibus approval is
obtained for un-foreseen transactions. Subsequently on
a quarterly basis the transactions are presented to the
Audit Committee, specifying the nature, value and terms
and conditions of the same.
The Company has made transactions with related
parties pursuant to Section 188 of Companies Act, 2013.
The particulars of material contracts or arrangements
with related parties referred to in sub-section (1) of
section 188 in the Form AOC-2 is annexed herewith as
Annexure ''D''.
The Company has formulated a policy on materiality
of related party transactions and also on dealing with
Related Party Transactions which has been uploaded
on the Company''s website at the weblink: https://
www.goodluckindia.com.
24. POLICY ON APPOINTMENT AND
REMUNERATION TO BE PAID TO DIRECTORS, KEY
MANAGERIAL PERSONNEL (KMP) AND OTHER
EMPLOYEES AND CRITERIA FORMULATED
BY THE COMMITTEE FOR DETERMINING
QUALIFICATION, ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR
The Board has adopted a policy, on remuneration to be
paid to Directors, Key Managerial Personnel and other
employees and Criteria for Appointment of Directors.
The objective of the policy is to define the criteria for
qualification, qualities and characteristics for the Board
as a whole and to ensure that Executive/Non-Executive
Directors and Key Managerial Personnel are sufficiently
compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors
("the Board") of the Company is subject to the provisions
of the Companies Act, 2013, Listing Regulations
and Articles of the Association of the Company.
The Nomination and Remuneration Committee is
responsible for evaluating the qualifications of each
candidate to be appointed as Director on the Board.
In general, it is expected from a Director to possess
appropriate skills, experience and knowledge in one or
more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical
operations or other disciplines related to the Company''s
business or in the area of his expertise and to have
ample experience and a proven record of professional
success, leadership and the highest level of personal and
professional ethics, integrity and values.
Remuneration Policy
Non-Executive Independent Directors may receive
sitting fees for attending the Meeting of the Board and
Committees thereof. The Executive Directors and
other employees are paid remuneration by way of
salary, perquisites, allowances. Perquisites and
retirement benefits are paid as per the Company policy.
The remuneration of Executive Directors, as recommended
by the Nomination and Remuneration Committee, is
approved and further recommended by Board of Directors
to the Members for approval. Remuneration and annual
pay of Executive Directors and employees is determined
keeping in view the industry benchmark and the relative
performance of the Company.
Criteria for Determining Qualifications, Positive
Attributes & Independence of Director
A director shall possess appropriate skills, experience
and knowledge in one or more fields of finance, law,
management, sales, marketing, administration, research,
corporate governance, operations or other disciplines
related to the company''s business or in the area of his
expertise.
A director shall be a person of integrity, who possesses
relevant expertise and experience and who shall uphold
ethical standards of integrity and probity; act objectively
and constructively; exercise his responsibilities in
a bona-fide manner in the interest of the company;
devote sufficient time and attention to his professional
obligations for informed and balanced decision making;
and assist the company in implementing the best
corporate governance practices.
Directors should be free to present their view point
independently, Company has also adopted to conduct
the separate meeting of the independent Directors,
which will ensure that the independent directors of the
Company can review the performance of the Board and
Chairman. Moreover, the Directors should meet the
other requirements of the Companies Act, 2013 and
Regulation 16(1) (b) of Listing Regulations concerning
independence of directors. A complete Remuneration
Policy is available Company''s website at the weblink:
https://www.goodluckindia.com .
25. EVALUATION OF THE BOARD''S PERFORMANCE
In terms of the requirement of the Companies Act, 2013
and the Listing Regulations, an annual performance
evaluation of the Board is undertaken where the Board
formally assesses its own performance with the aim
to improve the effectiveness of the Board and the
Committees. During the year, Board evaluation cycle was
completed by the Company internally which included the
evaluation of the Board as a whole, Board Committees
and the Peer evaluation of the Directors. The exercise
was carried out through a structured evaluation to
evaluate the performance of individual directors
including the Board Chairman along with the Chairman
of the Nomination and remuneration Committee of the
Company. The evaluation process focused on various
aspects of the functioning of the Board and Committees,
experience and competencies, performance of specific
duties and obligations, governance issues, etc.
The evaluation of Independent Directors was carried
out by the entire Board and that of the Chairman and
the Non-Independent Directors were carried out by the
Independent Directors.
The performance of the Board was evaluated on the
basis of the criteria such as the Board composition and
structure, effectiveness of Board process, information
and functioning etc. The performance of the committees
was evaluated on the basis of the criteria such as
the composition of the committees, effectiveness of
committee meetings, etc. The Board and Nomination and
Remuneration Committee reviewed the performance of
the individual directors on the basis of the criteria such
as the contribution of individual director to the Board and
committee meetings like preparedness on the issue to be
discuss meaningful and constructive contribution and
inputs in meetings, etc.
The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Board and
its Committees with the Company.
In the coming year, the Board intends to enhance
focus on diversity of the Board through the process
of induction of members having industry expertise,
strategic plan, exploring the new drivers of growth and
further enhancing engagement with investors.
26. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES
In compliance with Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, the Company has
established Corporate Social Responsibility (CSR)
Committee and statutory disclosures with respect to the
CSR Committee and an Annual Report on CSR Activities
forms part of this Report as Annexure ''E''. The CSR
Policy may be accessed on the Company''s website at
the weblink: https://www.goodluckindia.com
The Company has not bought back any of its securities
during the year under review.
The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations. To maintain these standards, the Company
encourages its employees who have concerns about
suspected misconduct to come forward and express
these concerns without fear of punishment or unfair
treatment. A Vigil (Whistle Blower) mechanism provides
a channel to the employees and Directors to report to
the management concerns about genuine concerns
or grievances, unethical behavior, actual or suspected
fraud or violation of the Codes of conduct or legal or
regulatory requirements incorrect or misrepresentation
of any financial statements and reports, etc. The detail
vigil mechanism may be accessed on the Company''s
website at the weblink: https://www.goodluckindia.com.
Pursuant to Section 134(3)(a) and 92(3) of the Act, the
Annual Return for financial year 2022-23 of the Company
has been placed on the website of the Company at
https://www.goodluckindia.com.
Particulars of employees and the ratio of the
remuneration of each director to the median employee''s
remuneration and other details in terms of Section
197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached herewith
as Annexure ''F''.
Annual listing fee for the year 2022-23 has been paid by
the Company to the stock exchanges where the company
is listed, i.e., BSE Ltd. and National Stock Exchange
Limited.
32. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY AS ON 31ST MARCH 2023
During the year, there was no change in the general
nature of business of your Company. Except as
disclosed elsewhere in this Report, no material change or
commitment has occurred which would have affected the
financial position of your Company between the end of
the financial year to which the financial statements relate
and the date of the report. No significant and material
order was passed by the regulators or courts or tribunals
which would have impacted the going concern status
and your Company''s operations in future. Your Company
has not made any provision of money for the purchase
of, or subscription for, shares of your Company or its
holding company, to be held by or for the benefit of the
employees of your Company and hence the disclosure as
required under Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is not required. No fraud
took place in the Company during the year and hence,
no such reporting was made to the Audit Committee and
the Board under Rule 13(3) of the Companies (Audit and
Auditors) Rules, 2014.
33. DETAILS OF APPLICATION PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under the review, there has been no
application made or proceeding pending in the knowledge
of the company under the Insolvency and Bankruptcy
Code, 2016.
34. There is no instance for one-time settlement with Banks
or Financial Institutions. Hence, there is no question of
difference between amount of the valuation done at the
time of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions.
35. DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) (c) of Companies
Act, 2013, your Directors subscribe to the "Directors
Responsibility Statement" and confirm as under:
a. That in the preparation of the annual accounts,
the applicable accounting standards have been
followed along with proper explanations relating to
material departures.
b. That the directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true & fair view of the state
of affairs of the Company at the end of Financial
Year 2022-23 and of the Profit & Loss A/c of the
Company for that period.
c. That the directors have taken proper and sufficient
care of the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities.
d. That the directors have prepared the annual
accounts on a going concern basis.
e. The directors, in case of a listed company, have laid
down internal financial controls to be followed by the
Company and that such internal financial controls
are adequate and were operating effectively.
f. The directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
Your Directors wish to thank and acknowledge with
gratitude for assistance and co-operation received from
the financial institutions, banks, government authorities,
customer, vendors, and members during the year under
review. Your directors also wish to place on record their
deep sense of appreciation for the committed services
by the executives, staff and workers of the company.
On behalf of the Board of Directors
M. C. GARG
Chairman
Date: 2nd September 2023
Place: Ghaziabad
Mar 31, 2018
Dear Shareholders,
The Board of Directors of your Company takes pleasure in presenting 32nd Annual Report and audited accounts on the business and operations of your Company for the financial year ended 31st March, 2018.
(Rs. In Cr.)
|
Particulars |
2017-18 |
2016-17 |
|
Gross Turnover |
1302.53 |
1204.23 |
|
Earnings before interest, tax & depreciation |
101.29 |
92.51 |
|
Finance cost |
56.24 |
48.10 |
|
Depreciation |
19.88 |
17.54 |
|
Profit before tax |
25.17 |
26.87 |
|
Profit after tax |
14.75 |
19.75 |
|
Earning per Share (in Rs.) |
6.63 |
8.98 |
1. Results Of Operations And The State Of Company''s Affairs
During the year, Goodluck India Limited has transitioned its financialstatements reporting for the financial year ended March 31, 2018, forming part of this Annual Report, in compliance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs. During the financial year 2017-18, the Gross Revenues from Operations increased to Rs. 1302 crore as against Rs. 1204 crore in the previous year thereby registering growth of 8% over the previous year. Our EBITDA for the year ended FY18 is increased by Rs. 8.78 crores to Rs. 101.29 crores versus 92.51 crores in previous year. Profit after tax stood at 14.75 crores versus Rs. 19.75 crores in previous year. The Company''s bottom line in the FY2017-18 was hit due to frequent price upward revision in the raw material prices, blocking of fund in GST refund for export and other GST disturbance. Further, the ongoing expansion plan at Village: Sikra, Taluka-Bhachau (Kachchh), Gujarat is as per its schedule and the trial production has been started. However, the commercial production is expected to be started soon. It is expected that the new Greenfield project will give a boost to the performance of the company once its get fully operational.
2. Transfer To General Reserves
The Company has not transferred any amount to the Reserves during the current Financial Year.
3. Dividends
Keeping in view of the Company''s fund requirement for current expansion plan and shrinking of profit margin, your Board of Directors has decided not to recommend any dividend for the financial year 2017-18.
4. Corporate Governance And Additional Information To Shareholders
The company is committed to maintain high standards of corporate governance. A separate report on corporate governance, pursuant to regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided with a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations, including the management discussion and analysis, and shareholders'' information forms a part of this report.
As required by Regulation 17(8) read with Schedule II Part B of A the Listing Regulations, the Management and CFO of the Company have given appropriate certifications, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internalcontrolmeasures and reporting of matters to the Audit Committee to the Board of Directors.
Details of the depository system and listing of shares and Registrar & Share Transfer Agent are given in the section Shareholder information, which forms a part of the Corporate Governance Report.
5. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
Details of conservation of energy, technology absorption, foreign exchange earnings and outgo undertaken by the Company along with the information in are given in Annexure ''A'' to the Directors'' Report.
6. Directors And Key Management Personnel
During the year under review, there is no change in the composition of the Board of Directors of your Company. However, Mrs.KiranGarg has resigned from Directorship of company w.e.f. 01.05.2018.
Mr.NitinGarg, Whole Time Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible offer himself for re-appointment.
7. Number Of Meetings Of The Board And Its Committees
The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2017-18 are mentioned under the Corporate Governance Report which forms a part of this report.
8. Statutory Auditors
Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. In line with the requirements of the Companies Act, 2013, the Board recommend to appoint M/s. M Aggarwal& Associates, Chartered Accountant (Firm Reg. no. No.: 016925C), as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting subject to the approval of the shareholders in the ensuing Annual General Meeting. They have confirmed their eligibility for their appointment under the Act.
9. Secretarial Auditor
The Board has appointed M/s Ravi S Sharma & Associates, Practicing Company Secretary (FCS -7336), to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure ''B'' to this Report.
10. Cost Auditor
The Board of Directors of your Company, on the recommendations made by the Audit Committee has approved the appointment of S. R. Kapur, Practicing Cost Accountant, (M. No. 4926) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing 32nd Annual General Meeting.
Your Company has received consent from S. R. Kapur, Practicing Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19 along with a certificate confirming their independence and arm''s length relationship.
11. Auditor''s Reports
The Statutory Auditor''s Report to the Shareholders together with Accounts for the year ended 31st March, 2018 and notes thereon are attached, which are self-explanatory. The observations of Statutory Auditors and Secretarial Auditors in their report, read with the relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force). The Auditors'' Report for the financial year ended 31st March, 2018, does not contain any qualification, reservation or adverse remark.
The Ministry of Corporate Affairs (MCA) notified Companies (Indian Accounting Standard) Rules 2015 enabling implementation of Ind AS. Pursuant to this notification company and its subsidiaries have adopted Ind AS (the converged IFRS) with effect from April 1, 2017. Accordingly, the standalone and consolidated financial statements for the year ended 31st March, 2018, and 31st March, 2017 including transition date balance sheet as at 1st April, 2016 have been prepared in accordance with Ind AS. The effect of transition to Ind AS has been given in detail in Financial Statement section.
12. Management Discussion And Analysis
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s businesses, internal controls and their adequacy, risk & concerns, risk management systems and other material developments etc. during the financial year 2017-18.
13. Public Deposits
Your Company has not invited or accepted any fixed deposits during the year as per the provisions of Section 73(2) of the Companies Act, 2013, and the rules made there under and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.
14. Internal Financial Controls
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
15. Subsidiaries / Joint Ventures / Associate Companies
A separate section on the performance and financial position of the subsidiary company in Form AOC- I is part of the report and is annexed herewith as Annexure ''C''.
As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Company''s website www. goodluckindia.com.
16. Independent Directors Declaration
During the financialyear 2017-18, the Board of the Company consists of Mr.Vijender Kr. Tyagi, Mr.Ishwar C Agasti, Mr. Rahul Goel and Dr.KiranGarg as independent Directors. These Directors have confirmed that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the Rules thereunder.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
17. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted a policy on prevention, Prohibition and redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy has been formed to prohibit, prevent or deter the commission of the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. The Company is an equal employment opportunity provider and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity.
During the Financial Year 2017-18, the Company has not received any complaints of sexual harassment. The Company is committed to providing a safe and conducive work environment to all of its employees and associates.
18. Risk Management Policy
In compliance with the requirement of the Companies Act, 2013 the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.
The objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/operational risk and external risk.
The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable laws and regulations.
19. Change In The Nature Of Business
In pursuance to Rule 8(5) of Companies (Accounts) Rules, 2014, there is no change in the nature of business of Company.
20. Material Orders
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, there were no significant or material orders were passed by the Regulators or Courts or Tribunals during the financial year 2017- 18 which would impact the going concern status and Company''s operations in future.
21. Particulars Of Loans Given, Investments Made, Guarantees Given And Securities Provided
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.
22. Familiarisation Programme For Board Members
The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at the link https:// www.goodluckindia.com.
23. The Policy On Related Party Transactions
All Contracts/transactions/arrangements entered into by the Company during the financial year with the Related Parties were in ordinary course of business and on an arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approvalis obtained for un-foreseen transactions. Subsequently on a quarterly basis the transactions are presented to the Audit Committee, specifying the nature, value and terms and conditions of the same.
The Company has made transactions with related parties pursuant to Section 188 of Companies Act, 2013. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexed herewith as Annexure ''D''.
The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Company''s website at the weblink: https:// www.goodluckindia.com.
24. Policy On Appointment and Remuneration To Be Paid To Directors, Key Managerial Personnel (KMP) And Other Employees And Criteria Formulated By The Committee For Determining Qualification, Attributes, Independence Of A Director
The Board has adopted a policy, on Remuneration to be paid to Directors, Key Managerial Personnel and other employees and Criteria for Appointment of Directors. The objective of the policy is to define the criteria for qualification, qualities and characteristics for the Board as a whole and to ensure that Executive/ Non-Executive Directors and Key Managerial Personnelare sufficiently compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors ("the Board") of the Company is subject to the provisions of the Companies Act, 2013, Listing Regulations and Articles of the Association of the Company. The Nomination and Remuneration Committee is responsible for evaluating the qualifications of each candidate to be appointed as Director on the Board. In general, it is expected from a Director to possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company''s business or in the area of his expertise and to have ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values.
Remuneration Policy
Non-Executive Independent Directors may receive sitting fees for attending the Meeting of the Board and Committees thereof. The Executive Directors and other employees are paid remuneration by way of salary, perquisites, allowances and variable pay. Perquisites and retirement benefits are paid as per the Company policy. The remuneration of Executive Directors, as recommended by the Nomination and Remuneration Committee, is approved and further recommended by Board of Directors to the Members for approval. Remuneration and annualpay of Executive Directors and employees is determined keeping in view the industry benchmark and the relative performance of the Company.
Criteria for Determining Qualifications, Positive Attributes & Independence of Director
A director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company''s business or in the area of his expertise.
A director shallbe a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.
Directors should be free to present their view point independently, Company has also adopted to conduct the separate meeting of the independent Directors, which will ensurethat the independent directors of the Company can review the performance of the Board and Chairman. Moreover the Directors should meet the other requirements of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors. A complete Remuneration Policy is available Company''s website at the weblink: https://www.goodluckindia.com .
25. Evaluation of the Board''s Performance
In terms of the requirement of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year, Board evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and the Peer evaluation of the Directors. The exercise was carried out through a structured evaluation to evaluate the performance of individual directors including the Board Chairman along with the Chairman of the Nomination and remuneration Committee of the Company. The evaluation process focused on various aspects of the functioning of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc.
The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.
The performance of the Board was evaluated on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the committees was evaluated on the basis of the criteria such as the composition of the committees, effectiveness of committee meetings, etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
In the coming year, the Board intends to enhance focus on diversity of the Board through the process of induction of members having industry expertise, strategic plan, exploring the new drivers of growth and further enhancing engagement with investors.
26. Corporate Social Responsibility Initiatives
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure ''E''. The CSR Policy may be accessed on the Company''s website at the weblink: https://www.goodluckindia. com .
27. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
28. Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical, moraland legalconduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about genuine concerns or grievances, unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports, etc. The detail vigil mechanism may be accessed on the Company''s website at the weblink: https://www.goodluckindia.com.
29. Extract Of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is attached as Annexure ''F''.
30. Particulars Of Employees
Particulars of employees and the ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure ''G''.
31. Payment of Listing Fees
Annual listing fee for the year 2018-19 has been paid by the Company to the stock exchanges where the company is listed, i.e., BSE Ltd. and National Stock Exchange Limited.
32. Material Changes And Commitments Affecting The Financial Position Of The Company After 31st March 2018
There was no material change affecting the financial position of the company which has occurred between the end of financial year of the company to which the financial statements relates i.e. 31st March 2018 and the date of the report.
33. Directors Responsibility Statement
As stipulated in Section 134(3) (c) of Companies Act, 2013, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under:
a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true & fair view of the state of affairs of the Company at the end of Financial Year 2017-18 and of the Profit & Loss A/c of the Company for that period.
c. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on a going concern basis.
e. The directors, in case of a listed company, have laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively.
f. The directors has devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
34. Appreciation
Your Directors wish to thank and acknowledge with gratitude for assistance and co-operation received from the financial institutions, banks, government authorities, customer, vendors, and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.
On behalf of the Board of Directors
M. C. GARG
Chairman
Date: 30th May, 2018
Place: Ghaziabad
Mar 31, 2016
Dear Shareholders,
The Board of Directors of your Company takes pleasure in presenting 30th Annual Report and audited accounts of your Company for the financial year ended 31st March, 2016.
(Rs. In Cr.)
|
Particulars |
2015-16 |
2014-15 |
|
Gross Turnover |
1084.09 |
1170.30 |
|
Earnings before interest, tax & depreciation |
102.05 |
84.99 |
|
Finance co st |
39.34 |
37.30 |
|
Depreciation |
14.89 |
11.30 |
|
Profit before tax |
47.67 |
36.70 |
|
Profit after tax |
33.20 |
27.57 |
|
Amount available for appropriation |
156.27 |
132.06 |
1. Results of Operations and the State of Companyâs affairs
The Company has performed excellently under the very-very challenging circumstances. In 2016, the Gross Revenues from Operation were Rs. 1084 crore as against Rs. 1170 crore in last year. Sales value reduced marginally due to drop in raw material prices. EBITDA margin for the year ended FY16 to double digit 10.2% over 7.8% in FY15. But despite the volatile commodity price environment, company was able to maintain the growth momentum and register volume growth of 8.5% in FY16 over FY15. We have reported a net profit of Rs. 33.2 crores in FY16 which is an increase of 20% versus last financial year. This has resulted to the earnings per share Rs. 15.09 in FY16 as compared to earnings of Rs. 13.16 per share a year ago. Our return on equity has improved to 15.8%.
2. Transfer To General Reserves
Out of the total profit for the financial year 2015-16, an amount of Rs. 6.00 Crore is proposed to be transferred to the General Reserve.
3. Dividends
The Board has distributed interim dividend @ 37.5% i.e., Rs 0.75 Per Equity Share during the year and further has recommend a Final Dividend of 37.5% i.e., Rs 0.75 Per Equity Share of Rs 2 each for the financial year 2015-16. The Final Dividend, if approved at the ensuing annual general meeting, will be paid to those shareholders whose names appear on the register of members of the company as on the book closure/record date. The total dividend including Interim Dividend on the equity shares would involve an outflow of Rs. 3.30 Cr. toward dividend and Rs 0.67 Cr. toward dividend distribution tax.
4. Corporate Governance And Additional Information To Shareholders
The company is committed to maintain high standards of corporate governance. A separate report on corporate governance, pursuant to regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, auditorsâ certificate on its compliance, including the management discussion and analysis, and shareholdersâ information forms a part of this report.
Details of the depository system and listing of shares and Registrar & Share Transfer Agent are given in the section Shareholder information, which forms a part of the Corporate Governance Report.
5. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
Details of conservation of energy, technology absorption, foreign exchange earnings and outgo undertaken by the Company along with the information in are given in Annexure âAâ to the Directorsâ Report.
6. Directors And Key Management Personnel
During the year under review, there is no change in the composition of the Board of Directors of your Company.
Mr. Nitin Garg, Executive Director is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible offer himself for re-appointment.
7. Number Of Meetings Of The Board And Its Committees
The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2015-16 are mentioned under the Corporate Governance Report which forms a part of this report.
8. Statutory Auditors
The Company ratifies the appointment of M/s. Sanjeev Anand & Associates, Chartered Accountant (Firm Reg. no. No.: 007171C), as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
9. Secretarial Auditor
The Board has appointed M/s Ravi S Sharma & Associates, Practicing Company Secretary (FCS - 7336), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure âBâ to this Report.
10. Cost Auditor
The Board of Directors of your Company, on the recommendations made by the Audit Committee has approved the appointment of S. R. Kapur, Practicing Cost Accountant, (M. No. 4926) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2016-17. The remuneration proposed to be paid to the Cost Auditor, subject to your ratification at the ensuing 30th AGM.
Your Company has received consent from S. R. Kapur, Practicing Cost Accountant, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2016-17 along with a certificate confirming their independence and armâs length relationship.
11. Auditorâs Reports
The Statutory Auditorâs Report to the Shareholders together with Accounts for the year ended 31st March, 2016 and notes thereon are attached, which are self-explanatory. The observations of Statutory Auditors and Secretarial Auditors in their report, read with the relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force). The Auditorsâ Report for the financial year ended 31st March, 2016, does not contain any qualification, reservation or adverse remark.
12. Management Discussion And Analysis
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs businesses, internal controls and their adequacy, risk & concerns, risk management systems and other material developments etc. during the financial year 2015-16.
13. Public Deposits
Your Company has not invited or accepted any fixed deposits during the year as per the provisions of Section 73(2) of the Companies Act, 2013, and the rules made there under and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.
14. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
15. Subsidiaries/Joint Ventures/Associate Companies
A separate section on the performance and financial position of the subsidiary company in Form AOC- I is part of the report and is annexed herewith as Annexure âCâ.
As per the SEBI Listing Regulations, a policy on material subsidiaries as approved by the Board of Directors, may be accessed on the Companyâs website www. goodlucksteel.com.
16. Independent Directors Declaration
The Board of the Company consists of Mr. Vijender Kr. Tyagi, Mr. Ishwar C Agasti, Mr. Rahul Goel and Dr. Kiran Garg as independent Directors. These Directors have confirmed that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the Rules there under.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
17. Risk Management Policy
In compliance with the requirement of the Companies Act, 2013 the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.
The objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/operational risk and external risk.
The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable laws and regulations.
18. Change In The Nature Of Business
In pursuance to Rule 8(5) of Companies (Accounts) Rules, 2014, there is no change in the nature of business of Company.
19. Material Orders
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
20. Particulars Of Loans Given, Investments Made, Guarantees Given And Securities Provided
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.
21. Familiarization Programme For Board Members
The Board members are provided with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at the link https://www.goodlucksteel.com.
22. The Policy On Related Party Transactions
All Contracts/transactions/arrangements entered into by the Company during the financial year with the Related Parties were in ordinary course of business and on an armâs length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval is obtained for un-foreseen transactions. Subsequently on a quarterly basis the transactions are presented to the Audit Committee, specifying the nature, value and terms and conditions of the same.
The Company has made transactions with related parties pursuant to Section 188 of Companies Act, 2013. The particulars of material contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexed herewith as Annexure âDâ.
The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Companyâs website at the we blink: https://www.goodlucksteel.com.
23. Policy On Appointment and Remuneration To Be Paid To Directors, Key Managerial Personnel (KMP) And Other Employees And Criteria Formulated By The Committee For Determining Qualification, Attributes, Independence Of A Director
The Board has adopted a policy, on Remuneration to be paid to Directors, Key Managerial Personnel and other employees and Criteria for Appointment of Directors. The objective of the policy is to define the criteria for qualification, qualities and characteristics for the Board as a whole and to ensure that Executive/Non-Executive Directors and Key Managerial Personnel are sufficiently compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors (âthe Boardâ) of the Company is subject to the provisions of the Companies Act, 2013, Listing Regulations and Articles of the Association of the Company. The Nomination and Remuneration Committee is responsible for evaluating the qualifications of each candidate to be appointed as Director on the Board. In general, it is expected from a Director to possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Companyâs business or in the area of his expertise and to have ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values.
Remuneration Policy
Non-Executive Independent Directors may receive sitting fees for attending the Meeting of the Board and Committees thereof. The Executive Directors and other employees are paid remuneration by way of salary, perquisites, allowances and variable pay. Perquisites and retirement benefits are paid as per the Company policy. The remuneration of Executive Directors, as recommended by the Nomination and Remuneration Committee, is approved and further recommended by Board of Directors to the Members for approval. Remuneration and annual pay of Executive Directors and employees is determined keeping in view the industry benchmark and the relative performance of the Company.
Criteria for Determining Qualifications, Positive Attributes & Independence of
Director
A director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the companyâs business or in the area of his expertise.
A director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.
Directors should be free to present their view point independently, Company has also adopted to conduct the separate meeting of the independent Directors, which will ensure that the independent directors of the Company can review the performance of the Board and Chairman. Moreover the Directors should meet the other requirements of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors. A complete Remuneration Policy is available Companyâs website at the we blink: https://www.goodlucksteel.com .
24. Evaluation of the Boardâs Performance
In compliance with the Companies Act, 2013, and SEBI Listing Regulations, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation to evaluate the performance of individual directors including the Board Chairman.
The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by SEBI listing Regulations. The performance of the Board was evaluated on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the committees was evaluated on the basis of the criteria such as the composition of the committees, effectiveness of committee meetings, etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
25. Corporate Social Responsibility Initiatives
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure âEâ. The CSR Policy may be accessed on the Companyâs website at the we blink: https://www.goodlucksteel.com .
26. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
27. Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about genuine concerns or grievances, unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc. The detail vigil mechanism may be accessed on the Companyâs website at the we blink: https://www.goodlucksteel.com.
28. Extract Of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 (âthe Actâ) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is attached as Annexure âFâ.
29. Particulars Of Employees
Particulars of employees and the ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure âGâ which form part of this Report.
30. Payment of Listing Fees
Annual listing fee for the year 2016-17 has been paid by the Company to the stock exchanges where the company is listed, i.e., BSE Ltd. and National Stock Exchange Limited.
31. Material Changes And Commitments Affecting The Financial Position Of The Company After 31st March 2016
There was no material change and commitment affecting the financial position of the company after 31st march 2016 till the date of the report. However, The Company has shifted its registered office from 5/102, Sikka Complex, Community Centre, Preet Vihar, Delhi-110 092 to 509, Arunachal Building, Barakhamba Road, Connaught Place, New Delhi-110 001 with effect from 1st May, 2016.
The Board memberâs under the table leadership team within the organization felt the need for a new name to capture our diversified product profile. In this line the Board of Directors have accords its consent to change the Name of the company from âGood Luck Steel Tubes Limitedâ to âGood luck India Limitedâ which is under process of requisite approval from shareholders and competent authority(ies).
32. Directors Responsibility Statement
As stipulated in Section 134(3) (c) of Companies Act, 2013, your Directors subscribe to the âDirectors Responsibility statementâ and confirm as under:
a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of Financial Year 2015-16 and of the Profit & Loss A/c of the Company for that period.
c. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d. That the directors have prepared the annual accounts on a going concern basis.
e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. The directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
33. Appreciation
Your Directors wish to thank and acknowledge with gratitude for assistance and cooperation received from the financial institutions, banks, government authorities, customer, vendors, and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the company.
On behalf of the Board of Directors
M. C. GARG
Chairman
DATE: 24th May, 2016
PLACE: GHAZIABAD
Mar 31, 2014
Dear Members,
The Board of Directors of your Company takes pleasure in presenting
28th Annual Report and audited accounts of your Company for the
financial year ended 31st March, 2014.
PERFORMANCE / RESULT
(Rs. In Cr.)
Particulars 2013 -14 2012 -13
Gross Turnover 1077.92 1049.61
Earnings before interest, tax & depreciation 67.99 69.97
Interest 32.38 30.12
Depreciation 7.56 7.05
Profit before tax 28.02 32.94
Profit after tax 17.71 21.94
Amount available for appropriation 108.19 95.35
Appropriation:
General Reserve 3.00 4.00
Dividend 0.60 0.75
Dividend Tax 0.10 0.12
Balance carried forward to next year 104.49 90.48
TRANSFER TO GENERAL RESERVES
Out of the total profit for the financial year 2013-14, an amount of
Rs. 3(three) Crores is proposed to be transferred to the General
Reserve.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 0.30 (15%)
per equity share of Rs. 2/- each for the financial year 2013-14. The
dividend, if approved at the ensuing Annual General Meeting, will be
paid to those shareholders whose names appear on the register of
members of the Company as on the Book Closure date. The financial
dividend on the Equity Shares, if declared as above would involve an
outflow of Rs. 0.60 cr. towards dividend and Rs. 0.10 towards dividend
tax resulting in a total outflow of Rs. 0.70 cr.
Depository system and listing of shares
Details of the depository system and listing of shares are given in the
section "General Shareholder Information", which forms a part of the
Corporate Governance Report and is attached with the Annual Accounts.
Registrar and Share Transfer Agent
M/s. Mas Services Limited, Delhi, is the Registrar and Share Transfer
Agent of the Company. Details of the depository system and listing of
shares are given in the section "General Shareholder Information",
which forms a part of the Corporate Governance Report and is attached
with the Annual Accounts.
Directors
Mr. Nitin Garg, Director of the company retire by rotation at the
ensuing Annual General Meeting and being eligible offer himself for
re-appointment.
Auditors
The statutory auditors of the Company, M/s. Sanjeev Anand & Associates,
Chartered Accountants, retire at the ensuing Annual General Meeting.
M/s. Sanjeev Anand & Associates, Chartered Accountants has confirmed
its eligibility and willingness to accept office of Auditor.
The Audit Committee and the Board of Directors therefore recommend M/s.
Sanjeev Anand & Associates, Chartered Accountants as Auditors of the
Company to hold office from the conclusion of this Annual General
Meeting until the conclusion of the 31st Annual General Meeting of the
Company, subject to the ratification of the appointment by the members
at every Annual General Meeting held after the ensuing Annual General
Meeting.
Corporate governance and additional information to shareholders
The Company is committed to maintain high standards of corporate
governance. A separate report on Corporate Governance, pursuant to
Clause 49 of the Listing Agreement with the stock exchange(s),
Auditors'' Certificate on its compliance, including the Management
Discussion and Analysis, and shareholders'' information forms a part of
this report.
Public Deposit
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
Particulars of Employees
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, are not
applicable to the company as there was no person in the employment of
the company who is in receipt of an aggregate remunerations of Rs.
60,00,000/- or more per annum where employed through out the year or
Rs. 5,00,000/- or more per month, where employed for part of the year.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure ''A'' to the Directors''
Report.
Directors'' Responsibility Statement
As required by Section 217 (2AA) of the Companies Act, 1956 the
Directors'' Responsibility Statement is given hereunder:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed long with proper explanation
relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year March 31,
2014 and of the Profit of the Company for that period.
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
Appreciation
Your Directors would like to express their appreciation for assistance
and co-operation received from the financial institutions, banks,
Government authorities, customers, vendors and members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the executives,
staff and workers of the Company.
On behalf of the Board of Directors
M C GARG
Chairman
Ghaziabad, 30th May, 2014
Mar 31, 2012
The Board of Directors of your Company takes pleasure in presenting
26th Annual Report and audited accounts of your Company for the
financial year ended 31st March, 2012.
Performance /result
During the year 2011-12, the company has touched the gross revenue of Rs.
742.56 cr., an increase by 21.44 % in comparison of last year. The
Bottom line has also been improved significantly & there is an increase
of 36.34 %. The EBIDTA of the Company for the year 2011-12 was Rs.
49.68Cr. against Rs. 39.55 cr. in the last year. The Company's has
improved its performance in international business also & posted the
export of Rs. 201.28 cr. during the year 2011-12 which was Rs. 172.32 in
the year 2010-11.
(Rs In Cr.)
Particulars 2012 - 11 2010 - 11
Gross Turnover 742.56 611.09
Earning before interest,
tax & depreciation 49.68 39.55
Interest 15.79 11.40
Depreciation 5.21 4.07
Profit before tax 28.68 24.08
Profit for the year 20.11 14.75
Amount available for appropriation 78.27 61.82
Appropriation:
General Reserve 4.00 3.00
Dividend 0.74 0.56
Dividend Tax 0.12 0.09
Balance carried forward to next year 73.40 58.17
Transfer to general reserves
Out of the total profit for the financial year 2011-12, an amount of Rs.
4.00 Crore is proposed to be transferred to the General Reserve.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 0.40 (20%) per
equity share of Rs. 2/- each for the financial year 2011-12. The
dividend, if approved at the ensuing Annual General Meeting, will be
paid to those shareholders whose names appear on the register of
members of the Company as on the Book Closure date. The financial
dividend on the Equity Shares, if declared as above would involve an
outflow of Rs. 0.74 cr. towards dividend and 0.12 cr. towards dividend
tax resulting in a total outflow of Rs. 0.86 cr.
Depository system and listing of shares
Details of the depository system and listing of shares are given in the
section "General Shareholder Information", which forms a part of the
Corporate Governance Report and is attached with the Annual Accounts.
Registrar and share transfer agent
M/s. Mas Services Limited, Delhi, is the Registrar and Share Transfer
Agent of the Company. Details of the depository system and listing of
shares are given in the section "General Shareholder Information",
which forms a part of the Corporate Governance Report and is attached
with the Annual Accounts.
Directors
Mr. Anil Kr. Garg, ceased to be director of the company due to untimely
and sad demise. The Board of directors express its deep sense of
appreciation and gratitude towards the valuable services rendered by
Sh. Anil Kr. Garg during his tenure as Director of the Company and
convey the company's condolences to the family of Sh. Anil Kr. Garg.
The term of Sh. Nitin Garg, appointed as Director of the Company, in
order to fill the casual vacancy caused by the death of Sh. Anil Kr.
Garg, is expiring on the ensuing Annual General Meeting. The Board of
Director proposes to appoint him as whole time director, who shall be
liable to retire by rotation.
Further Mr. Vijender Kumar Tyagi, Directors of the company retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
Auditors
The statutory auditors of the Company, M/s. Sanjeev Anand & Associates,
Chartered Accountants, retire at the ensuing Annual General Meeting.
M/s. Sanjeev Anand & Associates, Chartered Accountants has confirmed
its eligibility and willingness to accept office of Auditor.
The Audit Committee and the Board of Directors therefore recommend M/s.
Sanjeev Anand & Associates, Chartered Accountants as statutory auditor
of the Company for 2012-13 for the approval of shareholders.
Corporate governance and additional information to shareholders
The Company is committed to maintain high standards of corporate
governance. A separate report on Corporate Governance, pursuant to
Clause 49 of the Listing Agreement with the stock exchange(s),
Auditors' Certificate on its compliance, including the Management
Discussion and Analysis, and shareholders' information forms a part of
this annual report.
Fixed Deposit
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
Particulars of Employees
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, are not
applicable to the company as there was no person in the employment of
the company who is in receipt of an aggregate remunerations of Rs.
60,00,000/- or more per annum where employed through out the year or Rs.
5,00,000/- or more per month, where employed for part of the year.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure 'A' to the Directors'
Report.
Directors' Responsibility Statement
As required by Section 217 (2AA) of the Companies Act, 1956 the
Directors' Responsibility Statement is given hereunder :
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed long with proper explanation
relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and madejudgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year March 31,
2012 and of the Profit of the Company for that period.
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
Appreciation
Your Directors would like to express their appreciation for assistance
and co-operation received from the financial institutions, banks,
Government authorities, customers, vendors and members during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for the committed services by the executives,
staff and workers of the Company.
On behalf of the Board of Directors
M. C. GARG Chairman
Ghaziabad, 30th May, 2012
Mar 31, 2010
The Directors of your Company are pleased to present the 24th Annual
Report together with the statement of audited accounts for the
financial year ended 31 March 2010.
Financial highlights
The following table gives the financial highlights of your Company
according to Indian Generally Accepted
Particulars Current Year Previous Year
2009-10 2008-09
Net Sales/income from
Operations 48951.51 48957.92
Total Expenditure before Dep. 45175.41 45558.42
Operating Profit before dep. 3776.10 3399.50
Add: Other Income 80.05 58.21
Profit before dep., Interest
& Taxes 3856.15 3457.71
Less: Finance Charges 1213.98 1227.42
Profit before dep. & Taxes 2642.17 2230.29
Less: Depreciation 352.01 313.13
Profit before Taxes 2290.16 1917.16
Less: Current Tax 634.15 573.63
Less: Deferred Tax 50.67 79.37
Less: Fringe Benefit Tax 0.00 9.00
Net Profit after Taxes 1605.34 1255.16
Less: Prior Period Adjustment (64.16) (4.28)
Add: Balances b/f from previous
year 3531.24 2546.07
Surplus available for
appropriations 5072.42 3796.95
Appropriations:
General Reserves 56.17 56.17
Dividend on Eq. Shares 9.33 9.54
Dividend tax on Eq. Shares 300 200
Balance carried to Balance Sheet 4706.92 3531.24
Financial performance
During the year under review, the gross turnover of your Company
decreased by 3.6% from Rs. 533.74 Crore to Rs. 514.42 Crore. The
Earnings before interest, tax depreciation and amortization for the
same period has been increased by 10.44% from Rs. 36.38 Crore to Rs.
40.18 Crore and the Net Profit increased by 27.89% from Rs. 12.55Crore
to Rs. 16.05 Crore in the current year.
Transfer to general reserves
Out of the total profit for the financial year 2009-10, an amount of
Rs. 3.00 Crore is proposed to be transferred to the General Reserve.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 0.30 (15%)
per equity share of Rs. 2/- each for the financial year 2009-10. The
dividend, if approved at the ensuing Annual General Meeting, will be
paid to those shareholders whose names appear on the register of
members of the Company as on the Book Closure date. The financial
dividend on the Equity Shares, if declared as above would involve an
outflow of Rs. 0.56 cr. towards dividend and Rs. 0.10 cr. towards
dividend tax resulting in a total outflow of Rs. 0.66 cr.
Delisting
The companyÃs Equity Share has been also delisted from the Jaipur Stock
Exchange. The CompanyÃs Equity share shall remain listed with Bomaby
Stock Exchange Ltd. & Delhi Stock Exchange Limited.
Depository system and listing of shares
Details of the depository system and listing of shares are given in the
section ÃGeneral Shareholder InformationÃ, which forms a part of the
Corporate Governance Report and is attached with the Annual Accounts.
Registrar and share transfer agent
M/s. Mas Services Limited, Delhi, is the Registrar and Share Transfer
Agent of the Company. Details of the depository system and listing of
shares are given in the section ÃGeneral Shareholder InformationÃ,
which forms a part of the Corporate Governance Report and is attached
with the Annual Accounts.
Directors
Mr. Anil Kr. Garg, and Mr. Vijender Kr. Tyagi, Directors of the company
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment.
Auditors The statutory auditors of the Company, M/s. Sanjeev Anand &
Associates, Chartered Accountants, retire at the ensuing Annual General
Meeting. M/s. Sanjeev Anand & Associates, Chartered Accountants has
confirmed its eligibility and willingness to accept office of Auditor.
The Audit Committee and the Board of Directors therefore recommend M/s.
Sanjeev Anand & Associates, Chartered Accountants as statutory auditor
of the Company for 2010-11 for the approval of shareholders.
Corporate governance and additional information to shareholders.
The Company is committed to maintain high standards of corporate
governance. A separate report on Corporate Governance, pursuant to
Clause 49 of the Listing Agreement with the stock exchange(s),
Auditorsà Certificate on its compliance, including the Management
Discussion and Analysis, and shareholders information forms a part of
this annual report.
Fixed Deposit The Company has not accepted any public deposits and, as
such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
Particulars of Employees Information as required under Section 217(2A)
of the Act, read with the Companies (Particulars of Employees) Rules,
1975, as amended, are not applicable to the company as there was no
person in the employment of the company who is in receipt of an
aggregate remunerations of Rs. 24,00,000/- or more per annum where
employed through out the year or Rs. 2,00,000/- or more per month,
where employed for part of the year.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure A to the Directors
Report.
Directors Responsibility Statement As required by Section 217 (2AA) of
the Companies Act, 1956 the Directors Responsibility Statement is
given hereunder :
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed long with proper explanation
relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year March 31,
2010 and of the Profit of the Company for that period;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
Appreciation Your Directors would like to express their appreciation
for assistance and co-operation received from the financial
institutions, banks, Government authorities, customers, vendors and
members during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed services
by the executives, staff and workers of the Company.
On behalf of the Board of Directors
M. C. GARG
Chairman
Ghaziabad, 27th May, 2010
Mar 31, 2009
The Directors have pleasure in presenting the Twenty Third Annual
Report of your Company along with the Audited Statement of Accounts
for the year ended 31 March 2009.
1. FINANCIAL RESULTS
Rs.In Crores
Sl. Particulars Current Previous
No. Year Year
2008-09 2007-08
1. Domestic Sales 266.39 184.05
2. Export Sales 208.18 142.96
3. Total Income 490.16 342.10
4. Total Expenses 455.59 315.55
5. Profit before Int., 34.57 26.55
Dep. & Taxes
6. Interest 12.27 10.10
7. Depreciation 3.13 2.67
8. Profit before tax 19.17 13.78
9. Taxes 6.62 4.80
10. Profit after Tax 12.55 8.98
11. Prior Period 0.04 0.01
Adjustment
12. Profit b/f from 25.46 18.29
Previous Year
13. Profit Available 37.97 27.26
for Appropriation
14. Appropriation :
General Reserve 2.00 0.50
Dividend on 0.56 1.11
Eq. Shares
Tax on Dividend 0.10 0.19
15. Balance Carried 35.31 25.46
to Balance Sheet
The Company continued to see profitable growth in the financial year
2008-09 across all markets in existing and new areas of business.
For the year ended March 31, 2009, the Company earned a total income of
Rs. 490.16 crore, an increase of 43.27% over previous years Rs. 342.10
crore.
The net profit of the Company for the year increased to Rs. 12.55 crore
as compared to Rs.8.98 crore in the previous year.
2. DIVIDEND
Based on the Companys performance, the Directors are pleased to
recommend for approval of the Members a Final Dividend of Rs. 0.30
(15%) per share on 18721250 Equity Shares of Rs. 2/- each of the
Company for the financial year 2008-09. The Final Dividend on the
Equity Shares, if declared as above, would involve an outflow of Rs.
0.56 crore towards dividend and Rs. 0.10 crore towards dividend tax,
resulting in a total outflow of Rs. 0.66 crore.
3. SHARE CAPITAL
Pursuant to the approval of the shareholders, in their Extra Ordinary
General Meeting held on 30th May, 2009, the company has reissued 52100
forfeited Equity Shares of Rs. 10 each to a strategic investor on
preferential basis and further the company has also sub divided its
each equity share of Rs. 10 into five Equity Shares of Rs. 2. This
matter was also approved by the shareholders in the above said General
Meeting. 19th June, 2009 was fixed as the record date.
The Board is of the view that this move will enable the small investors
to invest in the company and will improve liquidity of the companys
Equity Share in the market.
4. DELISTING
As per the resolution passed by the shareholders in last Annual General
Meeting, the companys Equity Share has been delisted from the
Ahmedabad Stock Exchange and application with Jaipur Stock Exchange is
pending.
The Companys Equity share shall remain listed with Bomaby Stock
Exchange.
5. DIRECTORS
Smt. Pushpa Garg and Smt. Kanak Lata have resigned from the
Directorship of the company. The Board in its meeting dated 18.02.2009
has accepted their resignation. The Board places on record its sincere
appreciation of the services rendered by them during their tenure.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Rahul Goel and Mr. Anurag
Agrawal, retire by rotation and being eligible, offer themselves for
re-appointment.
6. AUDITORS
M/s. Sanjeev Anand & Associates, Chartered Accountants, who are the
statutory auditors of the Company, hold office, in accordance with the
provisions of the Act upto the conclusion of the forthcoming Annual
General Meeting and are eligible for re-appointment.
7. FIXED DEPOSIT
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.
8. PARTICULARS OF EMPLOYEES
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, are not
applicable to the company as there was no person in the employment of
the company who is in receipt of an aggregate remunerations of Rs.
24,00,000/- or more per annum where employed through but the year or
Rs. 2,00,000/- or more per month, where employed for part of the year.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(l)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure A to the Directors
Report.
10. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate Governance and Management
Discussion and Analysis together with a Certificate from the Companys
Auditors on compliance, forming part of the Directors Report is
attached to this report.
11. DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 217 (2AA) of the Companies Act, 1956 the
Directors Responsibility Statement is given hereunder:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year March 31,
2009 and of the Profit of the Company for that period;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
12. APPRECIATION
Your Directors take this opportunity to express their sincere
appreciation for the excellent support and cooperation extended by the
shareholders, customers, suppliers, bankers and other business
associates. Your Directors gratefully acknowledge the ongoing
co-operation and support provided by Central and State Governments and
all Regulatory bodies.
Your Directors place on record their deep appreciation for the
exemplary contribution made by employees at all levels. Their dedicated
efforts and enthusiasm have been pivotal to your Companys growth.
On behalf of the Board of Directors
M. C. GARG
Ghaziabad, 30th June, 2009 Chairman
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9 മാസത്തില് 314 ശതമാനം ഉയര്ന്ന് ഹിന്ദുസ്ഥാന് കോപ്പര് ഓഹരി, ഭാവി സാധ്യതകള് -
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