BOARD’S REPORT To The Members of GHCL Limited, We are pleased to present the 33rd Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2016. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS SODA ASH World Soda Ash production in 2015 was around 58 Million Tons against a production capacity of approximately 67 Million Tons. Global demand for Soda Ash was around 57 Million Tons which grew at around 2% over the last year. Glass markets, which account more than half of global demand, are expected to remain the dominant end use for soda ash, while chemicals and detergents will also remain important downstream consumers. However, like many raw materials, the soda ash industry also has become very sensitive to fluctuations in economic conditions. Despite major economic challenges, China continues to be the largest Soda Ash player in the world, having a capacity of 32.00 Million MT, which is 48% of the global capacity. Its actual production was around 26 Million Tons last year. It has, however, been observed that on account of the pressure faced by the domestic industry due to unhindered capacity expansions in the past, China has significantly slowed down additions to Capacity in a hope of creating a balance in the industry. Turkey would be major player in the Global Soda Ash market, with locally-based Ciner Group likely to add a further 3 million tons of Soda Ash capacity in coming years. This would exert pressure on the high cost European manufacturers. Additionally, some surplus volumes are also expected to compete with China/uS volumes in South East Asia and the Middle East. uSA which produces natural soda ash, has a capacity of 12.70 Million MT and it produced 11.5 million tons of soda ash. The uS production is stated to have de-grown by 1.2% in 2015 where as domestic demand for soda ash saw a modest growth of 1% versus 2014. They exported 6.4 Million tons; 50% of their exports are to North & South America which is their natural market. Their export to Indian Subcontinent is only 2%. Although naturally produced soda ash has some cost benefits over synthetic material, there is not sufficient supply of natural soda ash to cater to the entire global market. Synthetic soda ash accounts for around three quarters of global consumption and is, therefore, here to stay. Globally there is no major mismatch expected between Demand and Supply in soda ash industry, thereby giving it a reasonable stability. As per domestic industry historical trends, the Indian Soda Ash demand is expected to grow by around 4 to 5% annually. Our market estimate indicate that downstream demand growth is gradually improving and 2016 is expected to be better than 2015. India’s GDP growth in real terms is slated to be better in the coming Financial Year with the projection of a better than normal monsoon. It is expected that downstream sectors like Detergents and Glass should be much more stable this year. A more stable economic outlook would help generate consumer confidence and therefore facilitate higher spending – both urban and rural, leading to a better outlook for Soda Ash. Total Soda Ash installed capacity in India is 3.1 Million MT, with an estimated production of about 2.7 Million MT in last financial year (2015-16). Going forward GHCL is executing an expansion of 1 lac tons to come on line in March 2017. Nirma is also doing an expansion of 1.5 lac tons which is likely go on stream by December 2016. RSPL (Ghari Group) has also announced setting up a Soda Ash plant with capacity of 5 lac tons It is expected that domestic demand growth will lead to absorption of these expansions. The total size of the Indian soda ash market is about 3.4 Million MT including internal consumption and almost all the major industry players are located in the state of Gujarat due to the closeness and ready availability of the main raw materials namely limestone and salt. At present, your Soda Ash plant has a capacity of 8.50 Lacs MTPA. During the financial year 2015-16, your company has made the highest ever production of 7.49 lac tons and the highest sale of 7.01 lac tons of Soda Ash. BI-CARBONATE (BICARB) During the year, the Company achieved production of Bi- Carbonate 24541 tons against 23894 tons in the previous year. During the year the Company achieved sales of Bi-Carbonate 24265 tons against 23622 tons in the previous year. HOME TEXTILE & YARN The Indian Textile Industry, 2nd largest in the world, has been growing at 10% over last several years. Government of India has provided a number of export promotion policies for the Textile sector. In addition, States of Gujarat, Maharashtra, Madhya Pradesh have special incentive for textile industry. Hence, the outlook for the textile industry looks positive and there are huge opportunities in future for growth in this industry. Your directors are pleased to inform that Textile Business of the Company has posted robust performance this year, which is despite the fact that the Spinning Industry went through troubled times during the year. The Made-ups (Home Textiles) Business operations have done considerably well mainly due to strong customer relations, product portfolio and consistent supply of quality material. This has led to increase in Capacity utilisation to 85% as compared to 70% last year. Revenue of Textiles division stood at Rs. 1069 Cr. during the financial year 2015-16 against Rs. 965 Cr. in 2014-15. We are glad to inform that there is significant improvement in the margins over last year. This has been made possible due to higher Capacity utilisation, our relentless customer focus which has enabled us to successfully strengthen our export markets and thus resulting in securing large replenishment orders from the big Global Retailers in uS and Europe. Market sentiment in uS looks better and the Company is focusing on uS market with large volume programs. We strongly believe that our focus on customer realignment along with innovative designs, enhanced product basket with tie ups with Private labels shall provide a further impetus to both topline and margin improvement. However, fluctuations in the cotton price and quality of cotton have also become a big concern in this year. Due to adverse weather and whitefly infestation crops have been damaged. However, going forward, we expect an increase in demand for yarn as well as prices. Your company is taking effective steps to bring down the Power cost; 12.6 MW new Wind mills installed will meet 55% of power needs in spinning. CONSUMER PRODUCTS The Indian consumer segment is generally segregated into urban and rural markets, and is attracting marketers from across the globe. The sector comprises of a vast middle class, relatively large affluent class and a small, economically disadvantaged class, with spending anticipated to more than double by 2025. Global corporations view India as one of the key markets from where future development is likely to come out. The increase in India’s consumer market would be primarily driven by a favourable population composition and increasing disposable incomes. A recent survey hints that if India continues to rise at the current rate, average family incomes will triple over the following two decades, making the nation the world’s fifth-biggest consumer economy by 2025. The growing purchasing power and growing influence of the social media have enabled Indian consumers to splurge on FMCG products. The Indian consumer sector has grown at an annual rate of 5.7 per cent between FY2005 to FY 2015. Annual growth in the Indian consumption market is estimated to be 6.7 percent during FY2015-20. The fast-moving consumer goods sector is an important contributor to India’s GDP. FMCG sector is the fourth largest sector in the economy and creates employment for more than three million people. Its principal constituents are household care, personal care and food and beverages. The market is expected to maintain a high growth rate as the population converts to branded products. At present edible salt plant has a capacity of 70000 MT & planning to increase the capacity to 100000 MT by end of January 2017. Company’s FMCG brand “’iflo’’ has the greatest reach of salt variants from basic refined iodised salt and crystal salt to specialised variants like Mild, Herbal & double fortified salt. As a part of our expansion plan, we have launched ‘’iflo’’ Honey recently in south Indian markets and now also planning for a distribution expansion to Maharashtra and Goa this financial year. DIVIDEND Your Directors are pleased to inform that subsequent to the year end, the Board of Directors in its meeting held on May 19, 2016, has approved a Dividend policy of the Company. As per said policy, dividend pay-out (including tax, if any) will be 15 to 20 % of net profit of the Company. Consequently, your Directors are pleased to recommend a dividend of Rs. 3.50 per Equity Share of Rs. 10 each (i.e. 35% on the paid-up capital) for the financial year ended March 31, 2016. The total dividend payout for the financial year 2015-16 shall be Rs. 42.14 Cr comprising of dividend amounting to Rs. 35.31 Cr and dividend distribution tax of Rs. 7.12 Cr lacs. This dividend pay-out amounts to 16.42% of net profit of the Company for the financial year 2015-16. SHARE CAPITAL The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs. 100,01,92,860/- comprising of 10,00,19,286 equity shares of Rs. 10/- each. FINANCE Project Loan During the year 2015-16, your company embarked upon Soda Ash Expansion program at the project cost of Rs. 375 Cr.. Your company successfully tied up Term Loan for Rs. 275 Cr. for a period of 10 years including moratorium period of 2 years at an average interest rate of 11.25% p.a. Capex Program GHCL has also undertaken several Capex program in Soda Ash, Home Textile and Yarn Divisions at the project cost of Rs. 173 Cr. and your company has successfully tied up term loan of Rs. 115 Cr. for a period of 10 years including moratorium period of 2 years at an average interest rate of 11.50% p.a. Short Term Loan During the year 2015-16, short term requirements were met through Cash Credit / Short Term Loan / Working Capital Demand Loan / Export Packing Credit / Pre-shipment in Foreign Currency / Buyers Credit whereby your company could manage to borrow at Weighted Average Interest rate at 6.25%. Overall, your company could borrow Long Term Loan at an average rate of 11.40% and Short Term Loan at an average rate of 6.25% and maintained overall weighted average interest rate at 9.60%. Due to timely repayment of interest and principal to various banks, CARE (Credit Analysis & Research Ltd) has maintained at CARE BBB+ for long term facilities and CARE A3+ for short term facilities of the Company. During the financial year, your Company has transferred to investors’ education and protection fund account (IEPF) a sum of Rs. 27.48 lacs towards unclaimed dividend/unclaimed deposits along with interest thereon. DEPOSITS Your Company discontinued inviting, accepting and renewing of fixed deposits effective from September 24, 2002. Further, your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. EMPLOYEES STOCK OPTION SCHEME Your company has Employees Stock Option Scheme for its permanent employees as per the scheme approved by shareholders in their Annual General Meeting held on July 23, 2015. During the year under review, the Company has obtained in-principle approvals from the Stock Exchanges for issue of 50 lakh equity shares through Employees Stock Option Scheme. Subsequent to the year end, the Nomination and Remuneration Committee in its meeting held on May 19, 2016 have granted 12.10 Lacs Stock options to its 46 employees of grade General Manager and above, at an exercise price of Rs. 100 each. Employees may exercise their options after the vesting period, subject to compliance of other terms and conditions of the Scheme approved by the shareholders. SUBSIDIARIES Grace Home Fashion, LLC, a subsidiary of the Company in uSA engaged in Home Textile segment is catering to some of the largest Home-Textile Retailers like Bed Bath Beyond and Babies R uS. In addition, Grace Home Fashion is also doing online Home-Textile Business in uSA through JC Penny and Kohls. com. During the year, non-operating subsidiaries of the Company namely Teliforce Holding India Ltd. has been voluntarily dissolved with effect from April 28, 2015 and Indian England NV has been liquidated with effect from August 14, 2015. Further, Rosebys Interiors India Limited (RIIL) an Indian subsidiary, is under liquidation with effect from 15th July 2014. Pursuant to requirement of Section 136 of the Companies Act, 2013, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the Company. The Company will make available the annual financial statements of the subsidiary company and the related detailed information to any members of the company on receipt of a written request from them at the Registered Office of the Company. The annual financial statements of the subsidiary company will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies, associates etc. Details regarding subsidiaries have been provided in note no. 1 (refer page no. 84 of Annual Report) and also in the statement u/s 129(3) of the Companies Act, 2013 (refer page no. 76). The statements are also available on the website of the Company. CONSOLIDATED FINANCIAL STATEMENTS Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of Institute of Chartered Accountants of India, for financial year ended March 31, 2016. MANAGEMENT DISCUSSION AND ANALYSIS In terms of Regulation 34 of the Listing Regulations read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis Report which forms part of this Annual Report. The report on Management’s Discussion and Analysis is annexed with the Report. CORPORATE GOVERNANCE Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, a compliance report on Corporate Governance has been annexed as part of the Annual Report along with Auditor’s certificate for the compliance. SECRETARIAL AUDIT REPORT In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any; the Board of Directors of the Company had appointed Mr. K. K. Mishra, Practicing Company Secretary to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed with the Board’s report and formed as part of the Annual Report. This report is self explanatory and does not call for any further comments. LISTING OF THE EQUITY SHARES The equity shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2015-16 have been paid to all these Stock Exchanges. DIRECTORS Your directors would like to confirm that all Independent Directors of the Company have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations. Mr. Sanjay Dalmia and Mr. Anurag Dalmia directors retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends their appointments at the ensuing Annual General Meeting. MEETING OF THE BOARD During the financial year ended March 31, 2016, the Board of Directors meets regularly to review strategic, operational and financial matters and has a formal schedule of matters reserved for its decision. During the financial year ended March 31, 2016, four Board Meetings were held on May 22, 2015, July 30, 2015, October 31, 2015, and January 28, 2016. More details about the Board Meetings are mentioned in Corporate Governance Report. BOARD EVALUATION Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and conditions of the Listing Regulations, the Independent Directors in their separate meeting held on October 31, 2015 had reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company after taking into accounts the views of Executive Directors and Non-Executive Directors of the Company. Independent Directors had also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board and that the information supplied by the management to the Board was sufficient and relevant for the Board to perform their duties effectively. Further, pursuant to the requirement of Para VIII of Code of Independent Director as mentioned in Schedule IV of the Companies Act, 2013 read with Regulation 17 (10) of the Listing Regulations, the Board of Directors in its meeting held on October 31, 2015 had carried out the performance evaluation of Independent Directors, except the director being evaluated. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. EXTRACTS OF ANNUAL RETURN The extract of annual return as on the financial year ended March 31, 2016 in Form MGT – 9 is annexed herewith as Annexure-I and forming part of this Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Company has been one of the foremost proponents of inclusive growth and since inception, has been continuing to undertake projects for overall development and welfare of the society. GHCL’s commitment to the development of weaker sections of society is continuing since more than two decades. GHCL through its “GHCL Foundation Trust” has upgraded its CSR activities to cover a larger section of the society and included to provide support to the downtrodden, needy and marginalized citizens and also to create social infrastructure for their sustenance. As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sanitation, Coastal Area Development, Education, Agro Based Livelihood, Health, Rain Water Harvesting, Woman Empowerment, Animal Husbandry etc. These projects are largely covered under Schedule VII of the Companies Act, 2013. Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules thereto, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor CSR related activities, comprising of Mr. Sanjiv Tyagi as the Chairman of the Committee, Mr. Neelabh Dalmia and Mr. R S Jalan as members of the Committee. The Annual Report of CSR activities are annexed herewith as Annexure-II and forming part of this Report. BUSINESS RESPONSIBILITY REPORTING As per Regulation 34 (2) (f) of the Listing Regulations, (corresponding to provisions of Clause 55 of the Listing Agreement), listed companies shall submit, as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and governance perspective, in the prescribed format. This provision is applicable to top 100 listed companies (based on market capitalisation as on March 31, 2016). Hence, this clause is not applicable to your company. COMPOSITION OF AUDIT COMMITTEE Audit Committee of the Board has been constituted as per Section 177 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 18 of the Listing Regulations. The Audit Committee consists of four non-executive directors including three Independent Directors having expertise in financial and accounting areas, comprising of Dr. B C Jain, Mr. Neelabh Dalmia, Mr. G C Srivastava and Mr. Mahesh Kumar Kheria. Details regarding Audit Committee and other Committees are also stated in the Corporate Governance Report. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee has been constituted as per section 178 (5) of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of dividend etc. The Stakeholders Relationship committee consists of Executive and Non- Executive directors comprising of Mr. Mahesh Kumar Kheria, Mr. Neelabh Dalmia, Mr. R S Jalan and Mr. Raman Chopra. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE Nomination and Remuneration Committee of the Board has been constituted as per Section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and read with Regulation 19 of the Listing Regulations. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee consists of four Non-Executive directors comprising of Mr. K C Jani, Mr. Sanjay Dalmia, Dr. B C Jain and Mr. Sanjiv Tyagi. VIGIL MECHANISM / WHISTLE BLOWER POLICY As a conscious and vigilant organization, GHCL Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In its endeavour to provide its employee a secure and fearless working environment, GHCL Limited has established the “Whistle Blower Policy”. The Board of Directors in its meeting held on May 28, 2014, had approved the Whistle Blower Policy, which is effective from October 1, 2014 & the same has been duly amended effective from December 1, 2015. Mr. Mahesh Kumar Kheria, Independent Director of the Company and also a member of the Audit Committee is Ombudsperson. The purpose of the policy is to create a fearless environment for the directors and employees to report any instance of unethical behaviour, actual or suspected fraud or violation of GHCL’s code of conduct or Ethics Policy to the Ombudsperson. Details regarding Whistle Blower Policy is also stated in the Corporate Governance Report. The Whistle Blower Policy is posted on the website of the Company. RELATED PARTY TRANSACTIONS There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a Certificate from the CFO. All Related Party Transactions are placed before the Audit Committee and also before the Board. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. RISK MANAGEMENT POLICY Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company had voluntarily constituted a Risk Management Committee. The details of Committee and other details are also set out in the Corporate Governance Report forming part of the Board’s Report. The policy on Risk Management as approved by the Board is uploaded on the Company’s website. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure-III forming part of this Report. MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure-IV forming part of this Report. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 Your Company is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation. To empower women and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and Internal Complaints Committee as per legal guidelines has been set up at all major locations of the Company. This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines. STATUTORY AUDITORS Pursuant to the requirement of Rule 6(4) of Companies (Audit and Auditors) Rules, 2014, the Company may follow the policy of rotation of auditors such that, Joint Auditors, where applicable, may not retire at the same time. Hence, your directors would like to inform that in order to comply with said provisions read with other applicable provisions, if any and based on the recommendation of the Audit Committee, the Board of Directors has decided to place the proposal for appointment of M/s S.R. Batliboi LLP, Chartered Accountants, as one of the joint auditors of the Company, for a period of 5 years i.e. from the conclusion 33rd Annual General Meeting (AGM) till the conclusion of 38th AGM. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as Auditors of the Company. As required under Regulation 33 (1) (d) of the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Your director would like to further inform that in the last AGM (i.e. 32nd AGM) held on July 23, 2015, M/s Rahul Gautam Divan & Associates, Chartered Accountants, were appointed as one of the joint auditors of the Company for a period of two years i.e. from the conclusion 32nd AGM till the conclusion of 34th AGM. Ratification of appointment of M/s Rahul Gautam Divan & Associates is being sought from the members of the Company at the ensuing AGM. The Board recommends their appointment and ratification. AUDITOR’S REPORT There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors and/or Secretarial Auditors of the Company in their report for the financial year ended March 31, 2016. Hence, they do not call for any further explanation or comment u/s 134 (3) (f) of the Companies Act, 2013. COST AUDITORS The Board has appointed M/s R J Goel & Company, Cost Accountants, New Delhi as Cost Auditors of the Company for all its divisions (i.e. Soda Ash, Yarn and Home Textile) for the financial year 2016-17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. DIRECTORS’ RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them and also based on the representations received from the Operating Management, your directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013 that: a. in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the Company for the financial year ended March 31, 2016; c. the proper and sufficient care has been taken by them for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts for the financial year ended March 31, 2016 have been prepared by them on a going concern basis; e. proper Internal financial controls have been followed by the company and that such internal financial controls are adequate and were operating effectively; and f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGEMENT The Directors express their gratitude to Financial Institutions, Banks, and various other agencies for the co-operation extended to the Company. The Directors also take this opportunity to thank the shareholders, customers, suppliers, lenders, distributors and other stakeholders for the confidence reposed by them in the Company. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come. For and on behalf of the Board of Directors FOR GHCL LIMITED Sd/- SANJAY DALMIA Chairman Date: May 19, 2016 Place: New Delhi |