|
To,
The Members,
The Board of Directors hereby present their Forty Ninth (49th) Annual Report on the
performance of the Company together with Audited Financial Statements (Standalone and
Consolidated) for the Financial Year (FY) ended on March 31, 2025.
FINANCIAL RESULTS
During the year under review, the Company achieved remarkable performance on
operational and financial fronts. The Company established total Sixty Eight (68) new
records during the FY 2024-25, out of which Forty Three (43) records were established in
production and Twenty Five (25) for sale / dispatch.
Financial Highlights on Standalone basis are summarized as follows:
(' in crore)
Particulars |
2024-25 |
2023-24 |
| Income from operations |
7,892 |
7,930 |
| Other Income |
501 |
469 |
| Total Income |
8,393 |
8,399 |
| Total Expenditure (Excluding Depreciation and Finance Cost) |
(7,277) |
(7,427) |
| Profit before Depreciation, Finance Cost and Tax |
1,116 |
972 |
| Depreciation |
(303) |
(308) |
| Finance Cost |
(23) |
(13) |
| Profit Before Tax |
790 |
651 |
| Tax Expense |
(205) |
(166) |
Net Profit for the year A |
585 |
485 |
| Re-measurement (loss) on defined employee benefit plans (Net of tax) B |
(15) |
(4) |
| Balance brought forward from previous year C |
4,135 |
5,115 |
Amount available for Appropriation A+B+C |
4,705 |
5,596 |
Appropriations : |
|
|
| Dividend paid |
(242) |
(466) |
| Transferred to General Reserve |
(250) |
(500) |
| Buy-back of equity shares |
- |
(331) |
| Tax on buy-back of equity shares |
- |
(150) |
| Expenses for buy-back of equity shares |
- |
(5) |
| Transfer to capital redemption reserve |
- |
(9) |
Surplus carried to Balance Sheet |
4,213 |
4,135 |
DIVIDEND
Keeping in view the Company's performance for the FY 2024-25, long term growth strategy
and to ensure that the Shareholders get sustained return on their investments, your
Directors have recommended a Dividend of Rs. 18/- per share (@180%) on 14,69,40,683 Equity
Shares of Rs. 10/- each fully paid up, subject to approval of Shareholders at the Annual
General Meeting. The Dividend payout works out to be Rs. 264.49 Crores. This amounts to
45% of the Net Profit of the Company for the FY 2024-25.
PERFORMANCE OVERVIEW AND STATE OF THE COMPANY'S AFFAIRS
1. Operational Performance:
The Company has achieved remarkable production performance during the FY 2024-25. Day
to day plant operations were closely reviewed and optimized to maximize profit.
During the year, several Plants achieved over 100% capacity utilization level. Ammonia
(7,04,219 MTs i.e. 158.07%), Urea (8,79,334 MTs i.e. 138.07%), M.F (44,201 MTs i.e.
193.87%), Formic Acid (33,450 MTs i.e. 169.62%), Acetic Acid (1,65,668 MTs i.e. 165.67%),
WNA-I (3,16,139 MTs i.e. 127.73%), WNA-II (1,26,665 MTs i.e. 126.67%), ANP (1,74,855 MTs
i.e. 122.71%), Nitrobenzene (58,137 MTs i.e 123.04%), Aniline (36,587 MT i.e. 104.54%),
TDI-I, Bharuch (19,253 MTs i.e. 137.52%), EA (67,837 MTs i.e. 135.67%) and were among the
plants that excelled in capacity utilization.
During the year, strategic optimization of various plant operations and product mix had
been done keeping in line with price of raw materials so as to achieve cost reduction in
all aspects.
TDI-II Dahej Plant was operated for 208 on-stream days with capacity utilization of
59.70%. The production levels were lower than expected due to several factors like three
power failures & planned shutdown of 54 days which was got extended to 125 days.
Unforeseen failure of TAR concentrator reboiler, secondary reboiler pump & suction
line leakage of purification reboiler pump, replacement of vent & caustic scrubber
catch tank and suction line of secondary reboiler pump resulted in delays of the planned
shutdown activities. The start-up got delayed due to various operational issues.
2. Financial Performance:
During FY 24-25 Revenue from Operation is lower as compared to FY 23-24 mainly due to
prolonged maintenance shutdown of TDI - Dahej plant. Revenue is further affected by sales
realisation in most of chemical products. Lower revenue is offset by higher volume in most
of the products at Bharuch complex since there was annual planned maintenance shutdown at
Bharuch during FY 23-24 resulting into lower volume in most of the products in that
period.
There is a better financial performance on the back of operating performance where PBT
improved by 21% for the full year. The improved results are attributable to improved
volumes apart from lower feed and fuel prices helping margin improvement. At Dahej
complex, the shutdown period impacted the sales volume.
In case of fertilizers, the positive support of GoI in announcing supportive NBS rates
has helped improve the fertilizer segment results apart from reduction in input costs and
fixed costs.
The Board of Directors at its meeting held on May 23, 2025 has recommended dividend of
Rs. 18/- per share (i.e. 180%).
SALES
1. Industrial Products:
The Indian Chemical industry seems positioned as a relatively resilient, high-growth
market garnering domestic as well as the global demand. Despite dropping industry margins
and the impact of macroeconomic pressures, revenue growth remains encouraging. GNFC's
products have better resonance due to their application and use in different end use
sectors. Hence, several industrial products of GNFC outperformed against the previous year
viz. Technical Grade Urea, Acetic Acid, AN Melt, Formic Acid, Concentrated Nitric Acid
(CNA), Aniline and Methanol. Milestone was created by achieving highest ever annual sales
for some of our main products like TGU, Methyl formate and Formic Acid in FY 2024-25.
Technical Grade Urea, TDI & AN Melt made 20%, 19% & 15% share of the industrial
products turnover respectively in the FY 2024-25.
2. Fertilizers Business:
During the FY 2024-25, your Company has achieved total sales of 6.42 Lakh Metric Tonnes
of Urea which was 0.03 Lakh MT higher than previous year (i.e. 6.38 Lakh Metric Tonnes).
Sales of Nitrophosphate (20-20-0) stood at 1.74 Lakh Metric Tonnes, 0.15 Lakh MT lower to
1.89 Lakh Metric Tonnes in the FY 2023-24. Nitrophosphate was produced on the basis of
product priority in terms of viability. During the FY 2024-25, the Company retailed 52,671
MT Urea and 8,279 MT ANP through Narmada Khedut Sahay Kendras (NKSKs).
During the year, Trading Activities were also continued in Muriate of Potash (MoP),
Di-Ammonium Phosphate (DAP), Ammonium Sulphate (AS), Single Super Phosphate (SSP),
Fermented Organic Manure (FOM) and City Compost. A total quantity of 24,778 Metric Tonnes
of Fertilizers were sold during the FY 2024-25 against 34,068 Metric Tonnes sold in
2023-24. The reduction in quantum was mainly due to non-availability of DAP for trading
during FY 2024-25. Besides, GNFC sold non-bulk agri inputs worth Rs. 119.25 Lakh through
Narmada Khedut Sahay Kendras (NKSKs).
3. (n)Code Solutions - IT Division:
During FY 2024-25, (n)Code Solutions - IT Division continued to deliver a broad
spectrum of IT services, including Digital Signature Certificates (DSC), PKI solutions,
e-Procurement and system integration solutions. The Division recorded a total income of
Rs. 80 Crores, reflecting a ~44% decline from Rs. 143 Crores in the previous year. This
was primarily due to the nonexecution of planned business particularly in e-Governance
vertical and delay in launch of the e-Sign business owing to pending UIDAI licensing.
Profit before Tax (PBT) stood at Rs. 17 Crores, reflecting a decline of ~62% from Rs. 45
Crores in previous year. This was due to lower revenues while fixed costs remained
constant.
Major achievements included continued execution of the e-Passport project for the
Government of India and i-Khedut 2.0 portal for the Directorate of Agriculture, Government
of Gujarat. The Division successfully delivered the Public Address & IP- CCTV project
at Smritivan Memorial, Bhuj, for GSDMA, and received a follow-up order from the
Directorate of Geology and Mining, Maharashtra, to upgrade ILMS to ILMS
2.0highlighting enduring client trust. The VTMS module under this project was
successfully launched under the 100-day CM Program in April 2025.
We also introduced an enterprise (non-PKI) version of our e-Procurement platform and
on-boarded initial set of clients. Going forward, the Division is focused on expanding its
presence across India and strengthening its footprint in Government and enterprise
segment, while continuing to drive digital transformation through advanced and scalable
software solutions.
For more details on the Company's operational, sales and financial performance, please
refer to Management Discussion & Analysis (MDA).
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis, as required in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 CSEBI Listing Regulations'), forms part of this Annual Report.
FERTILIZERS INDUSTRY - GOVERNMENT POLICY
Government Policies in respect of fertilizers have remained same during the FY 2024-25.
Reasonability of MRPs in fertilizer governed through Nutrient Based Subsidy Policy is
continued.
The DoF's initiatives viz. PM-PRANAM-Programme for Restoration, Awareness Generation,
Nourishment, and Amelioration of Mother- Earth (for soil health improvement, promoting
organic manures and reducing chemical fertilizers) and NAMO DRONE DIDI (bringing
technological advancements/improvements in agriculture through women empowerment) have
gained momentum during 2024-25. Besides, initiatives like ONOF- One Nation One
Fertilizers, PMKSK-Pradhan Mantri Kisan Samriddhhi Kendra are being strengthened.
Nutrient Based Subsidy (NBS) was announced on six monthly bases during 2024-25. For
GNFC's Nitrophosphate the NBS Subsidy was Rs. 15,148 per Metric Tonne in first half and
Rs. 14,764 per Metric Tonne during second half of the year.
On-Going Projects / New Projects/ Revamp Schemes
Your Company is continuously looking for the growth opportunities and has initiated
actions for implementation of various projects / revamp schemes as follows:
1. 04 MW Solar Power Plant Project:
To fulfil Renewable Purchase Obligation & for the captive use, GNFC is in the
process of implementing 04 (Four) MW Solar Power Project at Charanka Solar Park. Project
is commissioned in June 2024 and wheeling of power started to Dahej Complex. Operational
Acceptance Test (OAT) is completed and desired results are obtained.
2. Ammonia Plant revamp:
At present, Company is producing about 1,950 MTPD Ammonia from both fuel oil and
natural gas route after installation of S-300 revamp. It is planned to increase the
Ammonia production capacity from 1,950 MTPD to 2,100 MTPD by installation of Ammonia
Make-up Gas Convertor Loop [AMUGL], in existing Ammonia Synthesis Loop (ASL). The Project
will also increase the reliability of existing ASL.
This will increase Ammonia production by 50,000 MT per annum. Agreement has been signed
with M/s. Topsoe, Denmark, the Technology Licensor for the providing Basic Engineering
Package (BEP) & supply of propitiatory equipment & commissioning assistance.
Project shall be executed on EPC basis and is likely to be completed by Second quarter
of the FY 2027-28.
3. Coal based Captive Co-Generation Power Plant (CCPP) at Dahej:
The Company has set up 100 MT/Hr. capacity gas based Boiler at TDI - II Dahej Complex
to meet captive steam requirement, while power is being sourced from DGVCL Grid. There is
large variation in gas prices.
The Board of Directors has already approved the implementation of coal based Captive
Generation Power Plant (CCPP) Project having a capacity to produce 18 MW Power and 150 MT/
Hr. Steam in October 2022, in order to reduce cost of steam and power and to improve
reliability of TDI-II Dahej Plant. LSTK Contract has been awarded to M/s. Thyssenkrupp
Industries India Private Limited in October 2022.
Activities of Engineering, Procurement & Construction is going in full swing &
Power Project is expected to be completed by September 2025.
4. Weak Nitric Acid-III (WNA-III)
The Board of Directors has already approved the implementation of WNA-III Plant having
a capacity with capacity of 600 MTPD in August 2024.
LEPC Contract has been awarded to M/s. Thyssenkrupp UHDE India Pvt. Ltd. (tkUIPL) in
Sep 2024.
Activities of Engineering, Procurement & Construction is going in full swing &
Power Project is expected to be completed by June 2027.
5. Ammonium Nitrate-II (AN-II) Projects:
Your Company is planning to expand its capacity of AN considering the future market
growth. NITs for AN-II with capacity of 480 MTPD have been floated. The offers for the
same are under technical evaluation stage and the investment approval is expected in near
future.
CREDIT RATING
Your Company's financial discipline and prudence is reflected in the strong credit
ratings ascribed by rating agencies. The details of credit rating are disclosed in the
Corporate Governance Report, which forms part of this Annual Report.
APPROPRIATIONS
Your Company has registered a Net Profit of Rs. 585.52 Crores for the FY 2024-25. After
deducting therefrom Rs. 15.08 Crores, being the re-measurement loss on defined employee
benefit plans and, adding thereto Rs. 4,134.96 Crores, being the balance of Statement of
Profit & Loss brought forward from previous year, an amount of Rs. 4,705.40 Crores is
available for appropriation. Out of this Rs. 242.45 Crores is appropriated towards payment
of dividend for the FY 2023-24 and Rs. 250 Crores is transferred to General Reserve. The
balance amount of Rs. 4,212.95 Crores is proposed to be carried to Balance Sheet.
TRANSFER TO RESERVES
The Board of Directors has decided to transfer Rs. 300 Crores of profits of FY 2024-25
to General Reserve.
FIXED DEPOSITS
The Company has not invited or accepted any fixed deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the provisions of Section 135 of the Companies Act, 2013, read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has
constituted a Corporate Social Responsibility (CSR) Committee and formulated a CSR Policy.
As a responsible corporate, the Company undertakes various societal initiatives directly
and through its dedicated CSR arm Narmadanagar Rural Development Society (NARDES),
focusing on priority areas outlined in the CSR Policy and Schedule VII of the Act.
The Company's CSR Policy is accessible on its official website at:
https://www.gnfc.in/wp-content/uploads/2021/04/CSR-Policy- Revised_17-05-2021.PDF
As per the provisions of Section 135 of the Companies Act, 2013 (as amended), the
statutory amount (i.e. 2% of the average net profits of the last three Financial Years)
that was required to be spent by the Company for various CSR activities / projects during
the FY 2024-25 was Rs. 32.64 Crores. The Company had actually spent Rs. 9.22 Crores,
towards various CSR Activities/Projects during the FY 2024-25 and transferred Rs. 23.42
Crores to Unspent CSR Account of FY 2024-25 as per Section 135(6) of the Companies Act,
2013 (as amended). During the FY 2024-25, no amount (being excess spending of previous FY)
was available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
Further, pursuant to Rule 12 of the Companies (Accounts) Rules, 2014, the Company has
duly filed Form CSR-2 for FY 2023-24 on December 12, 2024.
The Annual Report on CSR activities, as required under Rule 9 of the Companies
(Accounts) Rules, 2014, read with Rule 8 of the Companies (CSR Policy) Rules, 2014, is
enclosed as Annexure - A to this Report.
BUSINESS REPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report (BRSR) is based on Environment,
Social and Governance (ESG) norms and Sustainable Development Goals. Your Company has
strived to actualize the principles of responsible business conduct in letter and spirit
and is conducting its business in a manner that creates shared values for all Stakeholders
whilst aiming to achieve the best targets on ESG fronts.
The BRSR is appended as Annexure - B forming part of this Report.
PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTY (IES)
The Policy for Related Party Transactions (RPTs) deals with review and approval of RPTs
and the same is available on the Company's Website at web link
https://www.gnfc.in/wp-content/uploads/2025/02/Related-Party-Transactions-Policy.pdf.
The Audit Committee has granted omnibus approval for RPTs, which are routine and
repetitive in nature, based on the criteria approved by the Board of Directors within the
overall framework of the said Policy. All RPTs under the omnibus approval are placed
before the Audit Committee periodically for its review and approval.
The Company has not entered into any contract or arrangement with related parties, as
referred to in Section 188(1) of the Companies Act, 2013 (as amended) during the FY
2024-25. Accordingly, the disclosure of RPTs in Form AOC-2, as required under Section
134(3) (h) of the Companies Act, 2013 (as amended), is not applicable to your Company.
Details of Related Party as per Ind AS-24 is given in Note No. 37 to the Standalone
Financial Statements.
Requisite details on RPTs have also been furnished in the 'Report on Corporate
Governance' forming part of this Report.
RISK MANAGEMENT
The Company has in place Risk Management Policy (RMP). Under this Policy, various risks
pertaining to Operations & Maintenance of the Plants, financial and other
organizational risks are assessed, evaluated and continuously monitored for taking
effective steps for its mitigation.
In compliance with Regulation 21 of the SEBI Listing (Amendment) Regulations, 2018, the
Board of Directors has constituted a Risk Management Committee (RMC) defining its Terms of
Reference (ToR). The details as to the constitution of RMC and its major ToR included in
the "Report on Corporate Governance" are forming part of this Report.
The Risk Management Report, inter-alia, containing major anxiety areas of risks and
action plans for its mitigation and noteworthy risk management activities carried out by
the Company is put up before the Meetings of the Audit Committee, RMC and the Board of
Directors, from time to time, for its / their review.
VIGIL MECHANISM-CUM-WHISTLE BLOWER POLICY
The Company has formulated a "Vigil Mechanism-cum-Whistle Blower Policy" for
its Directors and Employees to report their genuine concerns, details of which have been
furnished in the "Report on Corporate Governance", forming part of this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Requisite details are furnished in below table:
Details of the complaints:
| No. of Complaints received during the financial year. |
0 |
| No. of Complaints disposed of during the financial year. |
0 |
| No. of cases pending for more than Ninety (90) days. |
0 |
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not made any investment in other bodies corporate or given any Loan or
Guarantee or provided any Security in connection with loan to any other body corporate or
person during the FY 2024-25.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Companies Act, 2013 (as amended), read with
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), the
Company has prepared Consolidated Financial Statements in respect of Associate Company
viz. Gujarat Green Revolution Company Limited (GGRCL) for the FY 2024-25 and forms part of
this Annual Report.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company has an Associate Company viz. Gujarat Green Revolution Company Limited
(GGRCL). The Statements containing salient features of Financial Statements are given in
Form AOC-1 as Annexure to the Consolidated Financial Statements and the same have not been
repeated here for the sake of brevity.
INTERNAL FINANCIAL CONTROLS SYSTEM
The Company has adequate internal financial control system which commensurate with the
nature of business, size and complexity of its operations. Details of internal control
system and its adequacy are furnished in "Management Discussion & Analysis
Report" forming part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sections 134(3)(c) read with 134(5) of the Companies Act,
2013 (as amended), your Directors confirm that-
(i) in the preparation of Annual Accounts for the financial year ended March 31, 2025,
the applicable Accounting Standards had been followed along with proper explanation
relating to material departures, if any;
(ii) the directors had 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 as at end of the financial year on March
31, 2025 and of the profit of the Company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
(as amended) for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities, if any;
(iv) the directors had prepared Annual Accounts on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance together with the following are attached herewith
and form part of this Annual Report:
Declaration by Managing Director regarding compliance of the Company's Code of
Conduct by the Board Members and Senior Management Personnel;
Certificate by Practicing Company Secretary certifying:
(i) compliance of the conditions of Corporate Governance by the Company; and
(ii) that none of the Directors of the Company have been debarred or disqualified from
being appointed or continuing as Directors of Companies by the Securities and Exchange
Board of India / Ministry of Corporate Affairs or any such Statutory Authority.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Chairman of the Company
Shri Raj Kumar, IAS ceased to be the Director and Chairman of the Company
consequent upon superannuation from Service of Government of Gujarat w.e.f. January 31,
2025.
Consequently, Shri Pankaj Joshi, IAS was nominated and appointed as a Director
and Chairman of the Company w.e.f. February 06, 2025 by the Government of Gujarat vide its
Letter No: MIS/11-2016/1765/E.
Change in Key Managerial Personnel of the Company
1. Managing Director:
Shri Pankaj Joshi, IAS ceased to be the Managing Director of the Company with
effect from February 05, 2025, pursuant to Government of Gujarat Order No.
AIS/45.2025/0776/G dated February 03, 2025.
Dr. T Natarajan, IAS was appointed as the Managing Director of the Company with
effect from February 05, 2025, pursuant to the same Government of Gujarat Order.
2. Company Secretary & Compliance Officer:
Shri A. C. Shah ceased to be the Company Secretary and Compliance Officer of the
Company upon conclusion of his contract, with effect from May 31, 2024.
Ms. Chetna Dharajiya was appointed as the Company Secretary and Compliance
Officer of the Company with effect from June 01, 2024, and ceased to hold the said
position upon her resignation dated March 26, 2025.
Presently, Shri Rajesh Pillai, a qualified Company Secretary, has been appointed
as the Company Secretary and Compliance Officer of the Company with effect from May 23,
2025.
Retirement of Director(s) by Rotation
In terms of Section 152 of the Companies Act, 2013 (as amended), Shri S. J. Haider, IAS
will retire by rotation at this AGM and being eligible, offers himself for re-appointment.
Declaration by Independent Directors
In terms of Section 149(7) of the Companies Act, 2013 (as amended) and the SEBI Listing
Regulations, the Company has received necessary declarations for the FY 2024-25, from all
Independent Directors, to the effect that they meet with the criteria of independence as
laid down in Section 149(6) of the Companies Act, 2013 (as amended) and Regulation
16(1)(b) of the SEBI Listing Regulations, as amended.
Change in Directorate
The information relating to change in Directorate during the year is furnished in the
'Report on Corporate Governance' forming part of this Report.
Your Directors place on record their deep sense of appreciation for the valuable
services rendered by the outgoing Director(s) and take this opportunity to welcome the
incoming Director(s).
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has carried out annual performance evaluation of the Board, its Committees
and Individual Directors in line with the provisions of the Companies Act, 2013 (as
amended) and the SEBI Listing Regulations, as amended.
REMUNERATION POLICY FOR DIRECTORS / KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT AND
OTHER EMPLOYEES
The Company has formulated a Nomination, Remuneration & Evaluation Policy as
required under Section 178 of the Companies Act, 2013 (as amended) and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the same is available on the Company's website at web link
https://www.gnfc.in/wp-content/uploads/2025/02/NRC_Policy.pdf The details of remuneration
paid to Directors / Key Managerial Personnel / Senior Management and other employees are
furnished in the Report on Corporate Governance, forming part of this Report.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 (as amended) read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, requisite information on conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is furnished in
the enclosed Annexure - C forming part of this Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
There were 1,997 permanent employees of the Company as of March 31, 2025. The
disclosures with respect to the remuneration of Directors and employees as required under
Section 197 of the Companies Act, 2013 (as amended) and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the 'Rules') have been
appended as Annexure - D, forming part of this Report. Details of employee
remuneration as required under the provisions of Section 197 of the Companies Act, 2013
(as amended) and Rules 5(2) and 5(3) of the Rules are available to any Shareholder for
inspection on request. If any shareholder is interested in obtaining a copy thereof, such
shareholder may write to the Company Secretary, where upon a copy would be sent through
email only.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 and other applicable provisions of the
Companies Act, 2013 (as amended) and relevant Rules made there under, the Shareholders of
the Company had at their 45th AGM held on September 23, 2021 appointed M/s. Suresh Surana
& Associates LLP, Mumbai, Chartered Accountants, a member firm of RSM International as
Statutory Auditors of the Company for a term of five (5) consecutive years, until
conclusion of the forthcoming 50th AGM to be held in the year 2026, on such remuneration
as may be determined by the Board of Directors, based on the recommendation of the Audit
Committee plus certification fees, applicable taxes and reasonable out of pocket expenses
actually incurred by them during the course of Audit.
Notes to Financial Statements (Standalone and Consolidated) forming part of Audited
Financial Statements for FY 2024-25 are selfexplanatory and need no further explanation.
The Auditors' Reports on Audited Financial Statements (Standalone and Consolidated) does
not contain any Modified Opinions.
Cost Auditor
As per Section 148 of the Companies Act, 2013 (as amended) read with the Companies
(Cost Records and Audit) Rules, 2014 (as amended), the Company is required to prepare,
maintain as well as have the audit of its cost records conducted by a Cost Accountant and
accordingly, it has made and maintained such cost accounts and records. The Board of
Directors, on the recommendation of the Audit Committee, has appointed M/s. Dhananjay V.
Joshi & Associates, Cost Accountants, Pune (Firm Registration No: 000030) as the Cost
Auditor of the Company for the FY 2025-26 at a remuneration of Rs. 1,10,000/- (Rupees One
Lakh and Ten Thousand only) p.a. plus out of pocket expenses and statutory levies.
M/s. Dhananjay V. Joshi & Associates, have confirmed that they are free from
disqualification specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Act and that the appointment meets the requirements of the Act. They
have further confirmed their independent status and an arm's length relationship with the
Company.
The remuneration payable to the Cost Auditor is required to be placed before the
Shareholders in General Meeting for ratification. Accordingly, a resolution seeking
Shareholders' ratification for the remuneration payable to M/s. Dhananjay V. Joshi &
Associates, forms part of the Notice of 49th AGM, forming part of this Annual Report.
Secretarial Auditor
In pursuance of Section 204 of the Act and the Rules made thereunder, the Board of
Directors, in its meeting held on August 13, 2024 had appointed CS J. J. Gandhi,
Practicing Company Secretary of J. J. Gandhi & Co., Vadodara, as Secretarial Auditor
for the FY 202425. The Secretarial Audit Report in Form MR-3 in respect of Secretarial
Audit work carried out by him for the FY 2024-25 is enclosed at Annexure - E,
forming part of this Report. The said Report does not contain any qualification,
reservation or adverse remark.
DIVIDEND DISTRIBUTION POLICY
As per Regulation 43A of the SEBI Listing Regulations, Dividend Distribution Policy of
the Company inter-alia, set-out the various parameters and circumstances that are to be
taken into account while determining the distribution of Dividend to the Shareholders and
/ or retaining profits by the Company. The said Policy is enclosed at Annexure - F,
forming part of this Report and the same is also available on the Company's website at web
link https://www.gnfc.in/wp-content/uploads/2024/08/2-Dividend-Distribution-Policy. pdf
DETAILS OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instance of fraud committed in the Company by its officers
or employees to the Audit Committee under Section 143(12) of the Act, details of which
need to be mentioned in this Report.
GENERAL DISCLOSURES
MEETINGS OF THE BOARD AND COMMITTEES THEREOF:
(i) Board Meeting:
Four (4) meetings of the Board of Directors were held during the year.
(ii) Committees of the Board:
Presently, there are Five (5) statutory Committees of the Board:
1. Audit Committee (AC);
2. Stakeholders' Relationship Committee (SRC);
3. Nomination and Remuneration Committee (NRC);
4. Corporate Social Responsibility (CSR) Committee;
5. Risk Management Committee (RMC);
Details of composition of the Board and its Committees, which are mandatorily required
to be constituted, major Terms of Reference of these Committees, Meetings held during the
year and attendance of Directors at such Meetings are furnished in the 'Report on
Corporate Governance' forming part of this Report.
All the recommendations made by the Audit Committee were accepted by the Board.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 (as amended), read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the
Rules'), as amended, all unpaid or unclaimed dividends which were required to be
transferred by the Company to the IEPF were transferred to IEPF Authority. The Company has
also transferred 1,61,904 shares held by 2,552 Shareholders in respect of which dividend
amount remained unpaid / unclaimed for a consecutive period of seven years or more to IEPF
Authority within stipulated time.
The details of unpaid / unclaimed dividend and the shares transferred to IEPF Authority
are available on the Company's website at web link -
https://www.gnfc.in/about-us/share-holders/information-regarding-transfer-of-shares-to-iepf-authority/
SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations in future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FY
2024-25
During FY 2024-25, there was no application made and no proceeding was pending against
the company, under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF ONE-TIME SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS
The Company didn't make one time settlement with banks/financial institutions during
the financial year.
DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI), New Delhi and approved by the Central
Government.
DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE
Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.
INSURANCE
The properties, insurable assets and interest of the Company such as Buildings, Plant
& Machinery and Stocks, amongst others, are adequately insured. As required under the
Public Liability Insurance Act, 1991, the Company has also taken necessary insurance
cover.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 (as
amended), the Draft Annual Return in Form MGT-7 as on March 31, 2025 is available on the
Company's website at https://www.gnfc.in/statistics-annual-report/#1661838618831-
f3392cb8-b234
INDUSTRIAL RELATIONS
The Industrial Relations within the Company remained cordial and harmonious throughout
the year. It has helped the Company to achieve satisfactory performance on Operational and
Financial fronts and in achieving targets.
Your Directors place on record their sincere appreciation for the dedicated and
committed contributions made by all employees at all levels for the sustainable growth of
the Company.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their deep sense of gratitude for the
kind support and guidance received from the Government of India and the Government of
Gujarat. Your Directors also take this opportunity of extending their wholehearted thanks
to all our Consumers, Dealers, Customers, Banks, Business Associates, SEBI, NSDL, CDSL,
Stock Exchanges and other Agencies for their continued support and co-operation and valued
Investors for strengthening their bond with the Company.
|
For and on behalf of the Board of Directors |
|
Shri Pankaj Joshi, IAS |
| Place : Gandhinagar |
Chairman |
| Date : August 06, 2025 |
DIN: 01532892 |
|