GHCL Limited _ _ _ _ _ _ _ _ _ __
May 19, 2016
Mr. Hari K
Vice President
National Stock Exchange of India Limited
"Exchange Plaza", Bandra - Kurla Complex,
Sandra (E) , Mumbai - 400 051
Mr. S Subramanian
DCS-CRD
BSE Ltd.
1st Floor, New Trading Ring , Rotunda Building, P.J.
Towers, Dalal Street, Fort, Mumbai - 400 001
Dear Sirs,
Sub: Outcome of 17P1 Board Meeting held on May 19, 2016
Pursuant to requirement of Regulation 30 read with Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations , 2015 and other applicable provisions, if any, it is
hereby informed that the Board of Directors in their just concluded meeting has inter a/ia
approved the following :
1.
Annual accounts of the Company for the financial year ended March 31 , 2016 subject to the
adoption of shareholders in ensuing Annual General Meeting .
2.
Dividend policy of the Company with a dividend pay-out ratio including dividend tax, in the
range of 15% to 20% of profit after tax on standalone financials of the Company. Copy of the
policy shall be available at the website of the Company (www.ghcl.co.in) .
3.
Recommended Dividend of Rs . 3.50 per share (i .e. 35%) for the financial year ended March
31,2016.
4.
Appointment of M/s S. R. Batliboi & Co. LLP , Chartered Accountants, as one of the joint
Auditors of the Company, in place of retiring auditor, subject to the approval of shareholders
in the ensuing Annual General Meeting .
5.
6.
7.
Notice for 33rd Annual General Meeting, which is scheduled to be held on July 19, 2016
in Ahmedabad .
8.
Audited financial results for the quarter I year ended March 31 , 2016 (including consolidated
financial results) of the Company alongwith audit report and Form A (for audit report with
unmodified opin ion) are enclosed herewith .
Grant of Employees Stock Option : We would also like to inform that Nomination &
Remuneration Committee of the Company in its today's meeting , has granted 11 .90 lakh Stock
options to its eligible employees at an exercise price of Rs. 100/- each . Employees may exercise
their options after the vesting period , subject to compliance of terms and conditions of the
Scheme approved by the shareholders.
Please note that the board meeting commenced at 11 .30 a.m. and concluded at 3.15 p.m.
You are requested to kindly take note of the same and please also take suitable action for
dissemination of this information through your website at the earliest. In case you need any other
information, please let us inform.
Thanking you
Yours faithfully ,
B-38, Institutional Area , Sector-1, Noida-201 301 (U .P.) India. Ph. : 91-120-2 535335 , 3358000 , Fax 91 -1 20-2535209. 3358102
- 11.A
@WMjj
REGISTERED
m
REGISTERED
~/rs
(Rs. in Cr.)
Statement of Audited Financial Results (Both Standalone and Consolidated) for the Quarter and Year ended on 31st March 2016
S. No. PARTI
Particulars
31 .03.2015
31.03.2016
31.03.2015
31 .03 .2016
31 .03.2015
647.42
66 1.72
637.95
2,545.84
2,363.64
2.545.84
2.363.64
2.98
3.33
3.10
13.15
9.97
13.15
9.97
650.40
665.05
641 .05
2,558.99
2,373.61
2,558.99
2,373.61
220.51
242.79
903.92
906.03
903.92
16.16
220.29
15.45
906.03
9.12
69.34
62 .15
76.93
62.15
10.80
10.17
(5 .33)
134.61
(12.77)
125.87
(44 .66)
33.98
16.75
30.07
(30.95)
32 .71
134.61
126.94
62.38
91 .62
97 .82
355.89
389.57
355.89
389.57
21.35
20.20
27.22
61.73
64.45
61 .74
84.92
120.04
116.13
104 .14
404.15
496.91
53 1.05
51 1.74
379.28
1,932 .47
483 .12
Total Expenses
nont From Operations before other Income,
finance cost & Exceptional Items (1 -2)
468 .56
2,010.83
2,007.37
1,926.97
153.49
134.00
129.31
548.16
441.14
551.62
446.64
1.60
1.35
3.26
3.95
11.26
3.95
11.26
155.29
135.35
132.59
36 .25
37.19
36.00
552 .11
161.65
452 .40
163.64
555.57
164.40
457 .90
170.42
117.04
98 .16
96 .59
390 .46
288.56
391 .17
287 .48
1.65
2.56
1.45
99.15
391.91
285.35
392.62
(13.50)
(27.40)
(13.50)
(27.40)
378 .41
257 .95
379 .12
256.83
Other Income
Profit from ordinary activities before finance cost, Exchange Impact &
Exceptional Items (3+4)
Finance Cost
Profit from ordinary activities before Exchange Impact & Exceptional
Items (5-6)
9
10
11
12
13
31.12.2015
5
6
Consolidated
Year Ended IAudited )
Standalone
Year Ended !Audited l
31 .03.201 6
,_
Standalone
Quarter Ended (Unaudited )
C0.951
116.09
99.81
(27 .40)
1.45
(3.25)
284.23
116.09
99 .81
Tax expenses
36 .29
33.50
21 .92
12 1.79
74 .93
122.64
74.93
Net Profit from ordinary activities for the oeriod after tax (11-121
66.31
77.80
(0.01 )
49.83
0.08
256.62
(0.01)
183.02
0.09
256.48
(0.01)
181.90
0.09
16
1.17
78.96
66. 31
1.20
51 .11
1.17
257.78
1.20
184.31
1.17
257.64
1.20
183.19
17
18
78.96
66.31
51 .11
257.78
184.31
257.64
183.19
100.02
100.02
100.02
100.02
100.02
100.02
100.02
810.20
594.55
810.49
594.98
25.77
18.43
25.76
18.32
14
15
71.75
(3.21)
6.63
5.11
363.84
28 1.21
378 .12
1,495 .57
1,41 6.41
1,495.57
262 .93
1,063 .42
957 .20
1,063.42
1,41 6.41
957 .20
7.89
Segment wise Revenue , Results and Capital Employed under Regulation 33 of the Listing Regu lations
1 Seament Revenue
1.a Inorganic Chemicals
389 .12
261 .28
650.40
665.05
641 .05
2,558.99
2,373.61
2,558.99
2,373.61
2 Segment Results
Operating Profit before Finance cost & Tax
134.71
113.49
122 .52
456.61
398 .35
456.61
398 .35
27 .46
25.70
20.13
109.84
61 .84
113.30
66 .07
(0.00)
(0.00)
000
162.17
139.1 9
142.65
566.45
460.18
569.91
465.64
38 .25
7.83
37 .19
2.19
36.00
7.50
161.65
12.89
163.84
164.40
12.89
170.42
116.09
99.81
99.15
(27.40)
391 .91
(13 .50)
285.35
(27 .40)
392.62
(13.50)
284.23
(27.40)
116.09
99.81
71 .75
378.41
257.95
379.12
256.83
1,26 1.60
1,273.04
1,249.83
1,26 1.60
1,249.83
1,261.60
1,249.83
1,182 .13
1,130.60
1,010.93
1,182.13
1,010.93
1,130.93
1,011 .40
(0.00)
(0.01)
10.99
(0.00)
(0 .78)
10.99
3 Capital Employed
(4 .91)
2,438.82
38.08
13.70
2,441 .72
2,274.46
(4.91 )
2,438.82
13.70
2,274.46
(4.91 )
2,387.62
13.70
2,274.93
& Liabilities
Particulars
31 .03.2016
31.03 .2015
31 .03 .2016
31 .03 .2015
100.02
100.02
100.02
100.02
885.36
669.71
885.65
670.14
Sub-Total- Shareholders'funds
985.38
769.73
985.67
770.16
676.81
783.75
195.11
5.04
172.73
4.68
676.81
195.11
783 .75
172.73
5.04
4.68
5.33
3.78
5.33
3.78
882.29
964.94
882.29
964.94
489.67
454 .16
489.67
454 .16
315.19
391 .93
315.19
391 .93
174.59
168.76
219.84
228 .95
5801
41 .28
58.01
41 .28
Sub-Total-Current Liabilities
1,037.46
1,056.13
1,082.71
1,116.32
2,905.13
2,790.80
2,950.67
2,85U2
2,084 .38
1,939 .36
2,086.09
1,940.89
1.58
41 .31
1.58
1.54
1.54
13.09
0.47
41 .31
13.09
2 Non-Current Liabilities
(a) Long-term borrowings
(b) Deferred Tax Liabilities (Net)
(c) Other Long term liabilities
(d) Long-term Provisions
Sub-Total- Non-Current Liabilities
3 Current Liabilities
BASSETS
1 Non -Current assets
(a) Fixed Assets
(b) Non-current Investments
(c) Long-term loans and advances
(d) Other non-current assets
0.41
2,127.68
1,954.50
0.41
2,129.35
0.47
1,955.99
(a) Inventories
407.64
417 .33
503.31
487 .39
246 .14
267 .51
192.41
244 .35
40 .96
31 .9g
42 .67
33 .91
82 .71
119.47
82 .93
129.78
777.45
836.30
821.32
895.43
2,905.13
2,790.80
2,950.67
2,851 .42
Notes:
The above results have been reviewed by the Audit Committee and were approved by the Board of Directors at its meeting held on 19th May 2016.
2. The Board of Directors at their meeting held on 19th May 2016. has recommended a dividend@ Rs3.50 I equily share of Rs. 10 each (i.e35%) (Previous year Rs .2.20/equily share of Rs. 10 each) for
the year ended on 31 March 2016. subject to the approval of the shareholders at the ensuing Annual General Meeting.
3. The figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year.
The previous year's/corresponding periods' figures have been regrouped I reclassified .
4. In line with the requirements of Regulation 4 7(2) of the Listing Regulations . 2015 . the results for the quarter and year ended March 31 . 2016 are available on the website of BSE Limited (URL:
www.bseindia.com/corporates) , the National Stock Exchange of India Limited (URL : www.nseindia .com /corporates) and on the com ny's website (URL : http://ghcl.co.in/investors/performancesreports/) .
New Delhi
19 May 2016
Managing Director
2.
We conducted our audit in accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the Statement is free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the Statement. The procedures selected depend upcn the auditor's judgment,
including the risks of material misstatement of the Statement, whether due to fraud or error. In
making those risk assessments, the auditor considers internal control relevant to the Company's
preparation and fair presentation of the Statement in order to design audit procedures that are
appropriate for the circumstances, but not for the purpose of expressing an opinion on the
An audit also includes evaluating the
effectiveness of the Company's internal control.
appropriateness of the accounting policies used and the reasonableness of the accounting estimates
made by Management, as well as evaluating the overall presentation of the Statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
3.
4.
~~~~1rtner
In our opinion and to the best of our information and according to the explanations given to us, the
Statement.
i.
ii.
give a true and fair view in conformity with the aforesaid Accounting Standards and
other accounting principles generally accepted in India of the net profit and other financial
information of the Company for the year ended on 31 51 March 2016.
The Statement includes the standalone results for the quarter ended 31st March 2016 being the
balancing figure between audited figures in respect of the full financial year and the published year
to date figures up to the end of the third quarter of the current financial year which were subject to
limited review by us.
Date _ _ _ _ _ __
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows
for the year ended on that date.
As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in
the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2)
We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b)
In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c)
The Balance Sheet, the Statement of Profit and Loss, and the Cash flow statement
dealt with by this Report are in agreement with the books of account.
(d)
In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
(e)
On the basis of the written representations received from the directors as on 31'1
March, 2016 taken on record by the Board of Directors, none of the directors is
1
disqualified as on 31' March, 2016 from being appointed as a director in terms of
Section 164(2) of the Act.
(f)
With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our
separate report in "Annexure B"; and
(g)
With respect to the other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us:
i.
ii.
7 /lB
Date _ _ _ _ _ __
CHARTERED ACCOUNTANTS
iii.
~:::::::=:::::::::::-
.....::::::::;;;;;;;.fa rtner
Membership No: 006205
Place: New Delhi
Date: 19 May 2016
CHARTERED ACCOUNTANTS
The Annexure referred to in Independent Auditors' Report to the members of the Company on the
standalone financial statements for the year ended 31 March 2016, we report that:
(i) (a) In our opinion, the Company has maintained proper records showing full particulars including
quantitative details and situation of fixed assets.
(b) As explained to us, physical verification of these fixed assets is being conducted by the
management at reasonable intervals, which in our opinion is reasonable having regard to the
size of the Company and the nature of the fixed assets. According to the information and
explanations given to us no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the title deeds of immovable properties are held in the name
of the Company.
(ii)
(iii)
In our opinion and according to the information and explanations given to us, the Company
has not granted any loans, secured or unsecured, to any companies, firms, Limited Liability
Partnerships or other parties as covered in the register maintained under Section 189 of the
Act. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable.
(iv)
In our opinion and according to the information and explanations given to us, the Company
has complied with the provisions of section 185 and 186 of the Companies Act, 2013, with
respect to loans, investments, guarantees and security made.
(v)
In our opinion and according to the information and explanations given to us, the Company
has not accepted any deposit within the meaning of Section 73 to 76 of the Act, and the rules
framed thereunder.
(vi)
We have broadly reviewed the books of account maintained by the Company in respect of
products where, pursuant to the Rules made by the Central Government, the maintenance of
cost records have been prescribed under Section 148 (1) of the Act, and are of the opinion
that prima facie, the prescribed accounts and records have been made and maintained. We
have not, however, made a detailed examination of the records with a view to determining
whether they are accurate or complete.
(vii) (a) According to the records of the Company and the information and explanations given to us,
the Company has generally been regularly depositing with the appropriate authorities
undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax,
Sales-Tax, Service tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other
statutory dues applicable to it. There are no undisputed statutory dues as referred to above as
at 3151 March, 2016 o
nding for a period of more than six months from the date they
become payable. :\,\J'l: THA~-t.Z
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Date _ _ _ _ _ __
9 /18
Date _ _ _ _ _ __
CHARTERED ACCOUNTANTS
(b) According to the information and explanations given to us, the dues in respect of
Income Tax, Sales Tax, Service Tax, Duty of Customs and Excise Duty and that have not been
deposited with the appropriate authorities on account of dispute and the forum where the
disputes are pending are given below:Name of
Statute
Nature of
Dues
Write off of loans of
Subsidiaries,
Corporate Guarantee,
Foreign Sales
Commission
Income
Act,1961
Tax
Central
Excise
Act, 1944
Customs
1962
Act,
(viii)
the manageme
Foreign Sales
Commission, Interest
on loan to Subsidiaries
Amount
Period to which
the Amount
(Rs. In
Cr)
Relates
F.Y.
2010-2011,
F.Y.
11.06
2011-12
Forum where
dispute
is pending
ITAT,
Ahmedabad
5.46
CIT (Appeal),
Ahmedabad
0.03
2001-2002
High Court
Chennai
4.50
2012-2013
High Court
Gujarat
33.25
2002-03, 2005-06,
2008-09, 2009-10
to 2014-15
Customs, Excise
and Service tax
Appellate
Tribunal
0.86
Commissioner
(Appeals)
Customs, Excise
and Service tax
Appellate
Tribunal
High Court
Chennai
High Court
Ahmedabad
Changes in
classification of
custom duty rate
5.71
2010-11, 2011-12,
2012-13, 2014-15
2012-13
0.74
1981-2014
NA conversion
Premium for Land
1.21
2005-2006
0.03
1998-2002
ESI Court,
Madurai
0.01
1985-1986
Supreme Court
Contribution Demand
10
CHARTERED ACCOUNTANTS
(ix)
In our opinion and according to the information and the explanations given to us, the term
loans have been applied for the purposes for which they were obtained. Further as per the
records, the Company did not raise any money by way of initial public offer or further public
offer (including debt instruments).
(x)
Based upon the audit procedures performed and to the best of our knowledge and belief and
according to the information and explanations given to us, no fraud by the company or any
fraud on the Company by its officers or employees has been noticed or reported during the
year.
(xi)
According to the information and explanations give to us and based on our examination of the
records of the Company, the Company has paid/provided for managerial remuneration in
accordance with the requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Act.
(xii)
In our opinion and according to the information and explanations given to us, the Company is
not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii)
According to the information and explanations given to us and based on our examination of
the records of the Company, transactions with the related parties are in compliance with
sections 177 and 188 of the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable accounting standards.
(xiv)
According to the information and explanations give to us and based on our examination of the
records of the Company, the Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year.
(xv)
According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has not entered into non-cash transactions with
directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xvi)
Act
The Company is not required to be registered under section 45-IA of the Reserve Bank of India
1934.
& CO
/f
Date _ _ _ _ _ __ 8
& ASSOCIATES
II/, g
Date _ _ _ _ _ __
r
Membership No: 006205
Place: New Delhi
Date: 19 May 2016
12-/rg
Date _ _ _ _ _ __
111
as well a
13//g
We believe that the audit evidence obtained by us and the audit evidence obtained by the other
auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph
below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial
statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in
1
India, of the consolidated state of affairs of the Group, as at 31' March, 2016, and their consolidated
profit and their consolidated cash flows for the year ended on that date.
Other Matters
{a) We did not audit the financial statements of the foreign subsidiary, whose financial statements
reflect total assets of Rs. 122.60 Cr as at 31'1 March, 2016, total revenues of Rs. 177.91 Cr and
net cash outflows amounting to Rs. 0.21 Cr for the year ended on that date, as considered in the
consolidated financial statements. These financial statements are unaudited and have been furnished to
us by the Management and our opinion on the consolidated financial statements, in so far as it relates
to the amounts and disclosures included in respect of these subsidiary and our report in terms of subsections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary is based
solely on such unaudited financial statements. In our opinion and according to the information and
explanations given to us by the Management, these financial statements are not material to the Group.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the above matters with respect to our reliance on the
work done and the financial statements received.
Report on Other Legal and Regulatory Requirements
1.
As required by Section143 (3) of the Act, we report, to the extent applicable, that:
(a)
We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit of the aforesaid
consolidated financial statements.
(b)
(c)
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the
relevant books of account maintained for the purpose of preparation of the
consolidated financial statements.
{d)
In our opinion, the aforesaid consolidated financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
(e)
14 (18
Date _ _ _ _ _ __
<f
(f)
With respect to the adequacy of the internal financial controls over financial reporting
of the Group and the operating effectiveness of such controls, refer to our separate
report in "Annexure A"; and
(g)
With respect to the other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies {Audit and Auditor's) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us:
i.
ii.
The Group did not have any material foreseeable losses on long-term contracts
including derivative contracts.
iii.
ner
Membership No: 006205
Place: New Delhi
Date: 19 May 2016
Partner
Membership No: 100733
15/J 8
Date _ _ _ _ _ __
Date _ _ _ _ _ __
/,
Partner
Membership No: 006205
Place: New Delhi
Date: 19 May 2016
17/f8
Date _ _ _ _ _ __
18/ts
GHCL Limited
FORM-A
(for audit report with unmodified opinion)
1.
GHCL Limited
2.
year ended
3.
Un-modified
4.
Frequency of observation
Not applicable
P--o+
k~
or:-8. c. Jain
(Chairman of the Audit
Committee)
B-38, Institutional Area , Sector-1, Noida-201 301 (U.P.) India . Ph . : 91-120-2535335 , 3358000 , Fax 91-120-2535209. 3358102
CIN : L24100GJ1983PLC006513 , E-mail : ghclinfo@ghcl.co .in , Website : www.ghcl.co. in
Regd. Office GHCL House . Opp Punjabi Hall, Near Navrangpura Bus Stand . Navrangpura Ahmedabad-380009 .
Nii N
REGISTERED
REGISTERED