Directors Report of GFL Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting to you their Thirty Eighth Annual Report of your Company together with Audited Financial
Statements for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of your Company on standalone basis for the year ended 31^st March, 2025 is highlighted below:

Amount (Rs in Lakhs)

Sr.	Particulars	Standalone
No.		2024-25	2023-24
I.	Revenue from Operations
	(i) Fees and commission income	224.61	225.43
	(ii) Net gain on fair value changes	107.00	94.03
	Total Revenue from operations	331.61	319.46
II.	Other income	-	21.67
III.	Total Revenue (I II)	331.61	341.13
IV.	Total Expenses	127.95	132.38
V.	Profit before tax (III-IV)	203.66	208.75
VI.	Total Tax Expenses	3,606.33	54.20
VII.	Profit/(loss) for the year from continuing operations (V-VI)	(3,402.67)	154.55
VIII.	Other comprehensive income	(0.08)	0.07
IX.	Total comprehensive income (VII VIII)	(3,402.75)	154.62

The financial performance of your Company on consolidated bases for the year ended 31^st March, 2025 is highlighted below:

Sr.	Particulars	Consolidated
No.		2024-25	2023-24
I.	Revenue from Operations	331.61	319.46
II.	Other income	33.79	54.05
III.	Total Revenue (I II)	365.40	373.51
IV.	Total Expenses	154.70	153.83
V.	Share of profit / (loss) of associate	(5,051.24)	(1,03773)
VI.	Profit/(loss) before tax (III-IV V)	(4,840.54)	(818.05)
VII.	Total Tax expense	2,718.14	(61.15)
VIII.	Profit/(Loss) for the year from continuing operations (VI-VII)	(7,558.68)	(756.90)
IX.	Other comprehensive income	(2.87)	728
X.	Total comprehensive income for the year (VIII IX)	(7,561.55)	(749.62)

Sr.	Particulars	Consolidated
No.		2024-25	2023-24
XI.	Total comprehensive income for the year attributable to
	- Owners of the Company	(7,561.55)	(749.62)
	-Non-controlling interests	-	-

Detailed analysis of the Financial and Operational
Performance of the Company has been given in the
Management Discussion and Analysis forming part of this
Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as âSEBI Listing
Regulationsâ) and applicable provisions of the Companies
Act, 2013 read with the Rules issued there under, the
Consolidated Financial Statements of the Company
for the Financial Year 2024-25 have been prepared in
compliance with applicable Accounting Standards and on
the basis of Audited Financial Statements of the Company
and its subsidiary and Audited Financials of its associate,
as approved by the respective Board of Directors.

The Consolidated Financial Statements together with
the Auditorsâ Report form part of this Annual Report.
The Audited Standalone and Consolidated Financial
Statements for the Financial Year 2024-25 shall be laid
before the Annual General Meeting for approval of the
Members of the Company.

3. SHARE CAPITAL

The paid-up equity share capital of the Company as on
31^st March, 2025 was Rs. 10,98,50,000 (Rupees Ten Crore
Ninety-Eight Lakhs and Fifty Thousand only) comprising of
10,98,50,000 equity shares of Re. 1/- each. The Company
has neither issued shares with differential voting rights nor
sweat equity.

There was no change in the Share Capital of the Company
during the year.

4. DIVIDEND

Your Directors have not recommended any dividend for
the Financial Year ended 31^st March, 2025.

In accordance with Regulation 43A of the SEBI Listing
Regulations, the Company has formulated a âDividend
Distribution Policyâ and details of the same have been
uploaded on the Companyâs website https://www.
gfllimited.co.in/pdf/company policies/gfl%20limited
dividend distribution policv.pdf.

5. TRANSFER OF UNAPID DIVIDEND /
UNCLAIMED AMOUNT AND SHARES TO
INVESTOR EDUCATION AND PROTECTION
FUND

During the year under review, the Company has credited
Unpaid Dividend (Interim - FY 2016 -17) aggregating to Rs
30.03 lakhs to the Investor Education and Protection Fund
(IEPF) pursuant to the provisions of the Companies Act,
2013.

In accordance with the provisions of Companies Act,
2013, the Company during the Financial Year 2024-25,
has transferred 88,247 equity shares of Re. 1 each, to
the credit of IEPF Authority, in respect of which dividend
had not been paid or claimed by the members for seven
consecutive years. The Company has uploaded on its
website the details of unpaid and unclaimed amounts
lying with the Company as on date of last Annual General
Meeting (i.e. 18^th September, 2024) and details of shares
transferred to IEPF. The aforesaid details are available on
the Companyâs website http://www.gfllimited.co.in/IEPF_
Shares.html and can be accessed at the website of the
IEPF Authority (www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority
shall remain frozen till the rightful owner claims the shares.

6. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to the General Reserves.

7. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

DIRECTORS

Appointment:

Since the end of the financial year and up to the date of this
Report, pursuant to the provisions of Section 149, 150, 152
read with Schedule IV and Section 161(1) of the Companies
Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, and other applicable
provisions, sections, rules of the Companies Act, 2013 and
Regulation 17 of the SEBI Listing Regulations, Mr. Sudip
Mullick (DIN: 06942241) was appointed as an Additional
Independent Director of the Company on 25^th April, 2025.

He was subsequently regularized as an Independent
Director of the Company by the Members through a
special resolution passed by way of postal ballot on 05^thJune, 2025.

Re-appointment:

During the year under review, pursuant to the provisions of
Section 152 of the Companies Act, 2013, Mr. Siddharth Jain
(DIN: 00030202), was re-appointed as a Non- Executive
Director of the Company as he was liable to retire by
rotation.

Director liable to retire by rotation:

Mr. Pavan Kumar Jain (00030098), who retires by rotation
and being eligible, offers himself for re-appointment.
A resolution seeking shareholdersâ approval for his reÂ¬
appointment along with other required details forms part
of the Notice of Annual General Meeting.

Retirement/Resignation:

Ms. Vanita Bhargava (DIN: 07156852), who had completed
her two terms aggregating to 10 years as an Independent
director of the Company, retired with effect from close of
27^th April, 2025.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, the Board
has designated the following persons as Key Managerial
Personnel of your Company:

â¢ Mr. Devendra Kumar Jain, Managing Director

â¢ Mr. Dhiren Asher, Chief Financial Officer

â¢ Mr. Vineesh Vijayan Thazhumpal, Company Secretary
(resigned w.e.f 20^th July, 2024)

â¢ Mr. Lakhan Laxmi Rajam Shamala, Company
Secretary & Compliance Officer (Appointed w.e.f. 01^stOctober, 2024)

8. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration
Policy for the Directors, Key Managerial Personnel, Senior
Management and other Employees pursuant to the
provisions of the Act and Regulation 19 of the SEBI Listing
Regulations.

The Nomination and Remuneration Policy of the Company
is uploaded on the Companyâs website http://www.
gfllimited.co.in/pdf/company policies/gfl%20limited
nomination and remuneration policy.pdf. Salient features
and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who
are qualified to become Directors and who may be
appointed in Senior Management of the Company in
accordance with the criteria laid down by Nomination
and Remuneration Committee and recommend to
the Board their appointment and removal;

b. To formulate criteria for determining qualification,
positive attributes and Independence of a Director;

c. To evaluate whether to extend or continue the term
of appointment of the independent director, on the
basis of the report of performance evaluation of
independent directors;

d. To determine the composition and level of
remuneration, including reward linked with the
performance, which is reasonable and sufficient to
attract, retain and motivate Directors, KMP, Senior
Management Personnel & other employees to work
towards the long term growth and success of the
Company;

e. To recommend to the board, all remuneration, in
whatever form, payable to senior management;

f. To formulate criteria for evaluation of performance of
independent directors and the board of directors;

g. Devising a policy on diversity of board of directors;
and

h. To formulate the criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the board of directors a policy
relating to, the remuneration of the directors, key
managerial personnel and other employees.

During the year under review, no remuneration or
commission was paid to the Managing Director.

9. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under the
provisions of Section 149 (6) of the Companies Act read
with the Schedules and Rules issued thereunder as well
as Regulation 16 of the SEBI Listing Regulations (including
any statutory modification(s) or re-enactment(s) thereof
for the time being in force). There has been no change
in the circumstances affecting their status as Independent
Directors of the Company. Further, all Independent
Directors of the Company have registered their names in
the Independent Directorsâ Databank.

The Independent Directors have complied with the code
for Independent Directors prescribed in Schedule IV of the
Companies Act.

10. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent
Directors are given in the Corporate Governance Report,
which forms part of this Annual Report.

11. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for
evaluation of Board as a whole, Committees of the Board
and individual Directors and Chairperson of the Company
were sent to all the Directors with a request to provide their
feedback to the Company on the Annual Performance
Evaluation of Board as a whole, Committees of Board,
Individual Directors and Chairperson of the Company,
fulfillment of the independence criteria and independence
of Independent Directors from the management for the
Financial Year 2024-25. Further, based on the feedback
received by the Company, the members of Nomination
and Remuneration Committee at their Meeting held on
25^th April, 2025 had noted that the Annual Performance of
each of the Directors is highly satisfactory and decided to
continue the terms of appointment of all the Independent
Directors of the Company.

12. MEETINGS OF THE BOARD

During the year under review, Four (4) Meetings of the
Board of Directors of the Company.

The details of the meetings of the Board of Directors of the
Company held and attended by the Directors during FY
24-25 are provided in the Corporate Governance Report,
forming part of this Report.

13. AUDIT COMMITTEE

The Composition of Audit Committee is disclosed in the
Corporate Governance Report which forms part of this
Annual Report.

The Board accepted the recommendations of the Audit
Committee whenever made by the Committee during the
year.

14. DIRECTORSâ RESPONSIBILITY STATEMENT
AS PER SUB-SECTION (5) OF SECTION 134 OF
THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according
to the information and explanations obtained by your
Directors, they make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the
Financial Year ended 31^st March, 2025, the applicable
Accounting Standards and Schedule III of the
Companies Act, 2013, have been followed and there
are no material departures from the same;

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 at the end of the Financial Year and of the
Profit/Loss 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 this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors had prepared the 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 were 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.

15. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts
or tribunals impacting the going concern status and the
Companyâs operations in future.

16. PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

Particulars of investments made under section 186 of the
Companies Act are disclosed in the Standalone Financial
Statements of the Company. The Company has not given
any loan or provided any securities or given any guarantee
during the year covered under Sections 185 and 186 of the
Companies Act. Please refer to Note nos. 8 and 26 to the
Standalone Financial Statements of the Company.

17. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All contracts / arrangements / transactions entered by the
Company during the year under review with Related Parties
are approved by the Audit Committee and/or Board, as
per the provisions of Section 188 of the Companies Act,
2013 read with the Rule 15 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and Regulation 23
of the SEBI Listing Regulations. During the year under
review, the Company had not entered into any contract /
arrangement / transaction with Related Parties which could
be considered material in accordance with the Policy of
the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and
dealing with Related Party Transactions as approved by
the Board may be accessed on the Companyâs website at
the link: https://www.gfllimited.co.in/pdf/company policies/
GFL Limited-RPT Policv.pdf

All transactions entered with Related Parties for the year
under review were on armâs length basis and hence,
disclosure in Form AOC -2 is not required to be annexed
to this report.

18. DEPOSITS

The Company has not accepted any deposits covered
under Chapter V of the Companies Act.

19. SUBSIDIARY COMPANY AND ASSOCIATE
COMPANY

A separate statement containing the salient features of
financial statements of Subsidiary and Associate Company
of the Company forms a part of consolidated financial
statements in compliance with Section 129 and other
applicable provisions, if any, of the Companies Act, 2013.
In accordance with Section 136 of the Companies Act,
2013, the financial statements of the subsidiary company
and associate company are available for inspection by the
members at the Registered Office of the Company during
business hours on all days except Saturdays, Sundays
and public holidays upto the date of the Annual General
Meeting (âAGMâ). Any member desirous of obtaining a copy
of the said financial statements may write to the Company
Secretary at the Registered Office of the Company. The
financial statements including the consolidated financial
statements, financial statements of subsidiary and all other
documents required to be attached to this report have
been uploaded on the website of the Company www.
gfllimited.co.in. The Company has formulated a policy
for determining material subsidiaries. The policy may
be accessed on the website of the Company at the link:
https://www.gfllimited.co.in/pdf/company policies/gfl%20
limited material subsidiary company policy.pdf.

The Report on the performance and financial position of
each of the Subsidiaries and Associates of the Company is
annexed to this report in Form no AOC-1 pursuant to first
proviso to sub-section (3) of Section 129 of the Companies
Act, 2013 and Rule 5 of the Companies (Accounts) Rules,
2014 is annexed to this report as Annexure A.

20. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls
commensurate with its size and nature of its business.
The Board has reviewed Internal Financial Controls of the
Company and the Audit Committee monitors the same in
consultation with Internal Auditor of the Company.

21. VIGIL MECHANSIM

The Company has established a vigil mechanism vide its
Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any.

The details of the policy have been disclosed on the
Companyâs website at https://www.gfllimited.co.in/pdf/
company policies/gfllimited whistleblower policy.pdf .

22. INDEPENDENT AUDITORâS REPORT

There are no reservations, modifications or adverse
remarks in the Independent Auditorâs Report. The notes
forming part of the accounts are self-explanatory and do
not call for any further clarifications under Section 134 (3) (f)
of the Companies Act, 2013.

23. INDEPENDENT AUDITORS

The Members of the Company, at their 35^th Annual General
Meeting held on 26^th September, 2022 had appointed M/s.
Patankar & Associates, Chartered Accountants, Pune, as
Independent Auditors of the Company from the conclusion
of 35^th Annual General Meeting until conclusion of 40^thAnnual General Meeting of the Company.

24. COST AUDITORS

In terms of Section 148 of the Companies Act read with
the Companies (Cost Records and Audit) Rules, 2014, the
Company is not required to appoint the Cost Auditor.

25. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2013, the Company has
appointed Dhrumil M. Shah & Co. LLP, Practicing Company
Secretaries (FCS: 8021; CP: 8978), to conduct Secretarial
Audit of the Company for Financial Year 2024-25.

The Secretarial Audit Report given by Dhrumil M. Shah &
Co. LLP, Practicing Company Secretaries (FCS: 8021; CP:

8978), for the financial year 2024-25, is annexed herewith
as Annexure B in Form no. MR-3. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark.

In terms of amended Regulation 24A of the SEBI Listing
Regulations, the Company proposes to appoint Dhrumil
M. Shah & Co. LLP, Practicing Company Secretaries (FCS:
8021; CP: 8978), holding Peer Review Certificate No.
6459/2025 as the Secretarial Auditors of the Company
to hold office for a period of five consecutive years
commencing from financial year 2025-26 till financial year
2029-30, subject to approval of the shareholders at the
ensuing Annual General Meeting of the Company.

Dhrumil M. Shah & Co. LLP, Practicing Company
Secretaries (FCS: 8021; CP: 8978), have confirmed they are
not disqualified from being appointed as the Secretarial
Auditors of the Company and satisfy the prescribed
eligibility criteria.

For further details on the proposed appointment of
Secretarial Auditors, please refer to the Notice of the AGM.

26. SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable provisions of the Secretarial Standards.

27. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors and the Secretarial auditors of
the Company have not reported any frauds to the Audit
committee or the Board of Directors under Section 143 (12)
of the Companies Act, including rules made thereunder.

28. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Managementâs Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the
SEBI Listing Regulations is presented in a separate Section
forming part of this Annual Report.

29. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V
of the SEBI Listing Regulations, the Corporate Governance
Report of the Company for the year under review and the
Auditorsâ Certificate regarding compliance of conditions
of Corporate Governance is annexed to this report as
Annexure E.

In compliance with the requirements of Regulation 17 of the

SEBI Listing Regulations, a certificate from the Managing
Director and Chief Financial Officer of the Company, who
are responsible for the finance function, was placed before
the Board.

All the Board Members and Senior Management Personnel
of the Company had affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel. A
declaration to this effect duly signed by the Chairman and
Managing Director is annexed as a part of the Corporate
Governance Report.

30. BUSINESS RESPONSIBILITY AND

SUSTINABILITY REPORT

The requirement to submit a Business Responsibility and
Sustainability Report (âBRSRâ) as per Regulation 34 of the
SEBI Listing Regulation is not applicable to the Company,
in view of Regulation 3 (2B) of the SEBI Listing Regulations,
as the Company remains outside the prescribed threshold
for a period of three consecutive years.

31. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
& Administration) Rules, 2014, the Annual Return
has been placed on the website of the Company at
www.gfllimited.co.in.

32. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information in respect of conservation of energy,
technology absorption, foreign exchange earnings and
outgo required to be given pursuant to Section 134 of the
Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197 (12) read with Rule 5 (1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this
report as Annexure D.

In accordance with the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the name and
other particulars of the employees drawing remuneration
in excess of the limits set out in the said rule is annexed to
this report.

In terms of Section 136 of the Companies Act, 2013, the
Report and Accounts are being sent to the Members of the

Company excluding information on employeesâ particulars
which is available for inspection by the Members at the
Registered Office of the Company during the business
hours on working days of the Company up to the date of
the ensuing Annual General Meeting.

34. CORPORATE SOCIAL RESPONSIBILITY
ACTIVITIES

The Corporate Social Responsibility (âCSRâ) Committee
of the Company comprises of Ms. Girija Balakrishnan,
Independent Director, Mr. Devendra Kumar Jain, Managing
Director and Mr. Pavan Kumar Jain, Director of the
Company. The CSR Policy of the Company is disclosed on
the website of the Company which can be viewed at http://
www.gfllimited.co.in/pdf/company policies/gfllimited csr
policy.pdf.

The report on CSR activities as per Companies (Corporate
Social Responsibility) Rules, 2014 is annexed to this Report
as Annexure C.

35. INSURANCE

The Companyâs property and assets have been adequately
insured.

36. RISK MANAGEMENT

The Company has minimal risks as it holds investment
in its subsidiaries/associates. The Company proactively
identifies its business risks and systemically resolves all
the risks.

37. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the year and hence not
being commented upon.

38. INFORMATION UNDER THE SEXUAL
HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Your Company has
formed an Internal Complaints Committee (âICCâ) to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this Policy.

The following is the summary of sexual harassment
complaints received and disposed of during the year
2024-25.

No. of Complaints Received	Nil
No. of Complaints disposed of	Nil
No. of Complaints pending	Nil
Number of cases pending for more than	Nil
ninety days

Hence, the company has complied with provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

39. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the Financial Year of the Company to
which the Financial Statements relate and the date of this
report.

40. PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and
Bankruptcy Code hence the requirement to disclose the
details of application made or any Proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end
of the financial year is not applicable.

41. DETAILS 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 ALONG WITH
THE REASONS THEREOF

The requirement to disclose the details of difference
between amount of the valuation done at the time of oneÂ¬
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.

42. STATEMENT BY THE COMPANY WITH RESPECT
TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT
1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including
the amendments thereto. The Company is committed
to supporting the health and well-being of its women
employees and ensures that all eligible employees are

extended the benefits as prescribed under the Companies
Act.

43. ACKNOWLEDGEMENT

Your directors express their gratitude to all other external
agencies for the assistance, co-operation and guidance
received. Your directors place on record their deep sense
of appreciation for the dedicated services rendered by the
workforce of the Company.

By order of the Board of Directors
Devendra Kumar Jain

Place: New Delhi Chairman and Managing Director

Date: 13^th August, 2025 DIN: 00029782

Mar 31, 2024

Your Directors take pleasure in presenting to you their Thirty Seventh Annual Report of your Company together with Audited Financial Statements for the Financial Year ended on 31st March, 2024.

1. FINANCIAL PERFORMANCE

The financial performance of your Company on standalone basis for the year ended 31st March, 2024 is highlighted below:

Amount (Rs in Lakhs)

Sr.	Particulars	Standalone
No.		2023-24	2022-23
I.	Revenue from Operations
	(i) Fees and commission income	225.43	260.36
	(ii) Net gain on fair value changes	94.03	62.07
	Total Revenue from operations	319.46	322.43
II.	Other income	21.67	-
III.	Total Revenue (I II)	341.13	322.43
IV.	Total Expenses	132.38	225.04
V.	Profit/(loss) before exceptional items and tax (III-IV)	208.75	97.39
VI.	Exceptional items	-	246,673.67
VII.	Profit/(loss) before tax (V-VI)	208.75	246,771.06
VIII.	Total Tax expenses	54.20	14,362.99
IX.	Profit/(Loss) for the year from continuing operations (VII-VIII)	154.55	232,408.07
X.	Other comprehensive income (including discontinued operations)	0.07	21.34
XI.	Total comprehensive income for the year (IX X)	154.62	232,429.41

The financial performance of your Company on consolidated basis for the year ended 31st March, 2024 is highlighted below:

Amount (Rs in Lakhs)

Sr.	Particulars	Consolidated
No.		2023-24	2022-23
I.	Revenue from Operations	319.46	322.43
II.	Other income	54.05	24.19
III.	Total Revenue (I II)	373.51	346.62
IV.	Total Expenses	153.83	243.11
V.	Share of profit / (loss) of associate	(1,03773)	(5,522.08)
VI.	Profit/(loss) before exceptional items and tax (III-IV V)	(818.05)	(5,418.57)
VII.	Exceptional items	-	245,026.71
VIII.	Profit/(loss) before tax (VI-VII)	(818.05)	239,608.14

Sr.	Particulars	Consolidated
No.		2023-24	2022-23
IX.	Total Tax expense	(61.15)	13,739.86
X.	Profit/(Loss) for the year from continuing operations (VIII-IX)	(756.90)	225,868.28
XI.	Loss from discontinued operations (after tax)	-	(2,369.10)
XII.	Other comprehensive income (including discontinued operations)	7.28	22.76
XIII.	Total comprehensive income for the year (X XI XII)	(749.62)	223,521.94
XIV.	Total comprehensive income for the year attributable to
	- Owners of the Company	(749.62)	224,866.27
	-Non-controlling interests	_-	(1,344.33)

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis forming part of this Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary and Audited Financials of its associate, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2023-24 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2024 was Rs. 10,98,50,000 (Rupees Ten crore Ninety-Eight Lakhs and Fifty Thousand only) comprising of 10,98,50,000 equity shares of Re. 1/- each. The Company has neither issued shares with differential voting rights nor sweat equity.

There was no change in the Share Capital of the Company during the year.

4. DIVIDEND

Your Directors have not recommended any dividend for the Financial Year ended 31st March, 2024.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a âDividend Distribution Policy'' and details of the same have been uploaded on the Company''s website https://www. gfllimited.co.in/pdf/company_policies/gfl%20limited_ dividend distribution policy.pdf .

5. TRANSFER OF UNPAID DIVIDEND / UNCLAIMED AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has credited Unpaid Dividend (Interim - FY 2015 -16) aggregating to Rs.26.48 lakhs to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.

In accordance with the provisions of Companies Act, 2013, the Company during the Financial Year 2023-24, has transferred 18,506 equity shares of Re. 1 each, to the credit of IEPF Authority, in respect of which dividend had not been paid or claimed by the members for seven consecutive years. The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting (i.e. 27th September, 2023) and details of shares transferred to IEPF. The aforesaid details are available on the Company''s website http://www.gfllimited.co.in/IEPF_ Shares.phpand can be accessed at the website of the IEPF Authority (www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

6. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Appointment:

â¢ In terms of Section 149, 150, 152 read with Schedule IV and Section 161(1) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their Meeting held on 5th February, 2024 had inter alia, considered and approved, appointment of Ms. Girija Balakrishnan (DIN: 06841071) as an Additional Director (NonExecutive-Independent Director) on the Board of the Company from 5th February, 2024 to 4th February, 2029 and Shareholders'' approval through Postal Ballot was obtained on 19th March, 2024.

Re-appointment:

â¢ During the year under review, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Pavan Kumar Jain (DIN: 00030098), was re-appointed as a Non-Executive Director of the Company as he was liable to retire by rotation.

Retirements / Resignations:

Mr. Shanti Prasad Jain (DIN: 00023379), who had completed his two terms aggregating to 10 years as an Independent director of the Company, retired with effect from close of 31st March, 2024.

Director liable to retire by rotation:

Mr. Siddharth Jain (00030202), who retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his reappointment along with other required details forms part of the Notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Board has designated the following persons as Key Managerial Personnel of your Company:

â¢ Mr. Devendra Kumar Jain, Managing Director

â¢ Mr. Dhiren Asher, Chief Financial Officer (Appointed w.e.f. 06th April, 2023)

â¢ Ms Divya Shrimali, Company Secretary (Resigned w.e.f. 30th September, 2023)

â¢ Mr. Vineesh Vijayan Thazhumpal, Company Secretary

(Appointed w.e.f 14th November, 2023 and resigned on 20th July, 2024)

8. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to the provisions of the Act and Regulation 19 of the SEBI Listing Regulations.

The Nomination and Remuneration Policy of the Company is uploaded on the Company''s website www.gfllimited. co.in. Salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;

b. To formulate criteria for determining qualification, positive attributes and Independence of a Director;

c. To evaluate whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

d. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long term growth and success of the Company.

e. To recommend to the board, all remuneration, in whatever form, payable to senior management.

f. To formulate criteria for evaluation of performance of independent directors and the board of directors;

g. devising a policy on diversity of board of directors.

h. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

9. DECLARATION OF INDEPENDENCE

Rules issued thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors'' Databank.

The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV of the Act.

10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors are given in the Corporate Governance Report, which forms part of this Annual Report.

11. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors and Chairperson of the Company, fulfillment of the independence criteria and independence of Independent Directors from the management for the Financial Year 2023-24. Further, based on the feedback received by the Company, the Board of Directors at its Nomination and Remuneration Committee Meeting held on 29th May, 2024 had noted that the Annual Performance of each of the Directors is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

12. MEETINGS OF THE BOARD

During the year under review, Six (6) Meetings of the Board of Directors of the Company were held.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during FY2024 are provided in the Corporate Governance Report, forming part of this Report.

13. AUDIT COMMITTEE

The Composition of Audit Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

14. DIRECTORSâ RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 at the end of the Financial Year and of the Profit/Loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the 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 were 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.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of investments made under Section 186 of the Act are disclosed in the Standalone Financial Statements

of the Company. The Company has not given any loan or provided any securities or given any guarantee during the year covered under Sections 185 and 186 of the Act. Please refer to Note nos. 8 and 27 to the Standalone Financial Statements of the Company.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: https://www.gfllimited.co.in/company policies. html

All transactions entered with Related Parties for the year under review were on arm''s length basis and hence, disclosure in Form AOC -2 is not required to be annexed to this report.

18. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

19. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY

A separate statement containing the salient features of financial statements of Subsidiary and Associate Company of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary company and associate company are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM''). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary / Chief Financial Officer at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website

of the Company www.gfllimited.co.in. The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company www.gfllimited.co.in.

The Report on the performance and financial position of each of the Subsidiaries and Associates of the Company is in Form no AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A.

20. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditor of the Company.

21. VIGIL MECHANSIM

The Company has established a vigil mechanism vide its Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The details of the policy have been disclosed on the Company''s website at www.gfllimited.co.in.

22. INDEPENDENT AUDITORâS REPORT

There are no reservations, modifications or adverse remarks in the Independent Auditor''s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.

23. INDEPENDENT AUDITORS

The Members of the Company, at their 35th Annual General Meeting held on 26th September, 2022 had appointed M/s. Patankar & Associates, Chartered Accountants, Pune, as Independent Auditors of the Company from the conclusion of 35th Annual General Meeting until conclusion of 40th Annual General Meeting of the Company.

24. COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to appoint the Cost Auditor.

25. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s Dhrumil. M Shah & Co LLP, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company for Financial Year 202324.

The Secretarial Audit Report given by M/s Dhrumil. M Shah & Co. LLP for the financial year 2023-24, is annexed herewith as Annexure B in Form no. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors and Secretarial auditors of the Company have not reported any frauds to the Audit committee or the Board of Directors under Section 143 (12) of the Act, including rules made thereunder.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate Section forming part of this Annual Report.

29. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Para C of Schedule V of Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Auditors'' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure E.

In compliance with the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Managing Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is annexed as a part of the Corporate Governance Report.

30. BUSINESS RESPONSIBILITY AND

SUSTINABILITY REPORT

integral part of this report. The said report is available on the website of the Company www.gfllimited.co.in

31. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the Annual Return has been placed on the website of the Company at www.gfllimited. co.in

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure - C.

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

34. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Shanti Prashad Jain, Independent Director (upto 31st March, 2024), Mrs. Girija Balakrishnan, Independent Director (w.e.f. 1st April, 2024), Mr. Devendra Kumar Jain, Managing Director and Mr. Pavan Kumar Jain, Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.gfllimited.co.in/pdf/ company policies/gfllimited csr policy.pdf.

The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure D.

35. INSURANCE

The Company''s property and assets have been adequately insured.

36. RISK MANAGEMENT

The Company has minimal risks as it holds investment in its subsidiaries/associates. The Company proactively identifies its business risks and systemically resolves all the risks.

37. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year and hence not being commented upon.

38. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the year 2023-24.

No. of Complaints Received	Nil
No. of Complaints disposed of	Nil
No. of Complaints pending	Nil

Hence, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

40. ACKNOWLEDGEMENT

Your directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By order of the Board of Directors

Pavan Kumar Jain Siddharth Jain

Place: Mumbai Director Director

Date: 13^th August, 2024 DIN: 00030098 DIN:00030202

Mar 31, 2023

The Directors take pleasure in presenting to you Thirty Sixth Annual Report of your Company together with Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL PERFORMANCE

The financial performance of your Company on standalone bases for the year ended 31^st March, 2023 is highlighted below:

Amount (Rs. in Lakhs)
Sr.	Particulars	Standalone
No.	Particulars	2022-23	2021-22
I.	Revenue from Operations
	(i) Interest Income	-	5.48
	(ii) Fees and commission income	260.36	148.96
	(iii) Net gain on fair value changes	62.07	21.45
	Total Revenue from operations	322.43	175.89
II.	Other income	-	42.19
III.	Total Revenue (I II)	322.43	218.08
IV.	Total Expenses	225.04	140.61
V.	Profit/(loss) before exceptional items and tax (III-IV)	97.39	77.47
VI.	Exceptional items	246,673.67	69.51
VII.	Profit/(loss) before tax (V-VI)	246,771.06	146.98
VIII.	Total Tax expenses	14,362.99	50.17
IX.	Profit/(Loss) for the year from continuing operations (VII-VIII)	232,408.07	96.81
X.	Profit from discontinued operations (after tax)	-	-
XI.	Other comprehensive income (including discontinued operations)	21.34	(2.52)
XII.	Total comprehensive income for the year (IX X XI)	232,429.41	94.29
The financial performance of your Company on consolidated bases for the year ended 31^st March, 2023 is highlighted below:
		Amount (H in Lakhs)
Sr.	Particulars	Consolidated
No.	Particulars	2022-23	2021-22
I.	Revenue from Operations	322.43	175.89
II.	Other income	24.19	82.09
III.	Total Revenue (I II)	346.62	257.98
IV.	Total Expenses	243.11	873.64
V.	Share of profit / (loss) of associate	(5,522.08)	199.96
VI.	Profit/(loss) before exceptional items and tax (III-IV V)	(5,418.57)	(415.70)
VII.	Exceptional items	245,026.71	69.51
VIII.	Profit/(loss) before tax (VI-VII)	239,608.14	(346.19)
IX.	Total Tax expense	13,739.86	64.32
X.	Profit/(Loss) for the year from continuing operations (VIII-IX)	225,868.28	(410.51)

Amount (H in Lakhs)
Sr.	Particulars	Consolidated
No.	Particulars	2022-23	2021-22
XI.	Loss from discontinued operations (after tax)	(2,369.10)	(23,943.30)
XII.	Other comprehensive income (including discontinued operations)	22.76	91.60
XIII.	Total comprehensive income for the year (X XI XII)	223,521.94	(24,262.21)
XIV.	Total comprehensive income for the year attributable to
	- Owners of the Company	224,866.27	(11,086.97)
	- Non-controlling interests	(1,344.33)	(13,175.24)

Detailed analysis of the Financial and Operational Performance

of the Company has been given in the Management Discussion

and Analysis forming part of this Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the Financial Year 2022-23 have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiaries and Unaudited Financials of its associate, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2022-23 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. RE-CLASSIFICATION OF PERSONS FORMING PART OF THE âPROMOTER AND PROMOTER GROUP CATEGORYâ TO THE âPUBLIC CATEGORYâ

During the year under review, the Company has reclassified INOX Leasing and Finance Limited (ILFL), Devansh Trademart LLP, Aryavardhan Trading LLP (Earlier known as Siddhapavan Trading LLP), Mr. Vivek Kumar Jain, Mr. Devansh Jain, Mrs. Nandita Jain, Mrs. Hem Kumari Jain and Mr. Kapoor Chand Jain forming part of the âPromoter and Promoter Group Category'' to the âPublic Category''. The notice of the postal ballot dated November 14, 2022, was sent via email to shareholders with registered email addresses for electronic communication.

The Company had obtained Shareholders approval dated 15^th December, 2022 passed through Postal Ballot, approving the resolution for Re-classification of Persons forming part of the âPromoter and Promoter Group Category'' to the âPublic Category''.

The results of the postal ballot were announced on December 15, 2022. The resolution was passed with requisite majority.

The Company have received approval letters from BSE and NSE dated 29^th March, 2023 and intimated the same to Stock Exchanges on 29^th March, 2023.

4. AMALGAMATION OF A SUBSIDIARY COMPANY

The Board of Directors of the erstwhile INOX Leisure Limited (which was a subsidiary of the Company), at its meeting held on 27 March 2022, approved a Scheme of Amalgamation (âthe Schemeâ) of INOX Leisure Limited (âthe Transferor Companyâ) with PVR Limited (âthe Transferee Companyâ and now known as PVR INOX Limited) under Sections 230 to 232 of the Companies Act, 2013. As per the Scheme, the share exchange ratio was 3 equity shares of the face value of H 10 of the Transferee Company, credited as fully paid-up, for every 10 equity shares of the face value of H 10 each fully paid-up held by such member in the Transferor Company. Over time, the Scheme had received all the necessary approvals from the authorities and a certified copy of the National Company Law Tribunal order was filed with the Registrar of Companies (ROC) on 6^th February 2023 i.e., the effective date of merger. The appointed date was 1^st January 2023. Upon the Scheme becoming effective, the Transferor Company stood dissolved, without following the procedure of winding up. As per the Scheme, on the merger of the Transferor Company with the Transferee Company, the Company has received 158,35,940 fully paid-up equity shares of the Transferee Company, which represents 16.16% of the total paid-up equity capital of the Transferee Company.

Accordingly, the Company has derecognised its investment in its subsidiary INOX Leisure Limited, recognised the resultant investment in PVR INOX Limited at fair value and the resultant gain of H 2,46,674 lakhs is recognised in the statement of profit and loss as an exceptional item. Further, the resultant investment in PVR INOX Limited is classified as investment in an associate.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023 was H 10,98,50,000 (Rupees Ten crore Ninety Eight Lakhs and Fifty Thousand only) comprising of 10,98,50,000 equity shares of H 1/- each. The Company has neither issued share with differential voting rights nor sweat equity.

No change in the Share Capital of the Company during the year.

6. DIVIDEND

Your Directors have not recommended any dividend for the Financial Year ended 31^st March, 2023.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy'' and details of the same have been uploaded on the Company''s website https://www. gfllimited.co.in/pdf/company_policies/gfl%20limited_ dividend_distribution_policy.pdf .

7. TRANSFER OF UNAPID DIVIDEND /UNCLAIMED AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has credited Unpaid Dividend (Final - FY 2014 -15) aggregating to H 27.06 lakhs to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.

In accordance with the provisions of Companies Act, 2013, the Company during the Financial Year 2022-23, has transferred 57,314 equity shares of Re 1 each, to the credit of IEPF Authority, in respect of which dividend had not been paid or claimed by the members for seven consecutive years. The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting (i.e. 26^th September, 2022) and details of shares transferred to IEPF. The aforesaid details are available on the Company''s website http://www.gfllimited.co.in/IEPF

Shares.php and can be accessed at the website of the IEPF Authority (www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

8. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Re-appointment

â¢ Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Pavan Kumar Jain (DIN: 00030098), was re-appointed as a Non-Executive Director of the Company as he was liable to retire by rotation.

Retirements / Resignations

We would like to inform that no director (Executive, NonExecutive and Independent Director) had resigned during the Financial Year 2022-23.

Key Managerial Personnel

In terms of Section 203 of the Act, the Board has designated the following persons as Key Managerial Personnel of your Company:

â¢ Mr. Devendra Kumar Jain, Managing Director

â¢ Mr. Dhiren Asher, Chief Financial Officer (Appointed w.e.f. 06^th April, 2023)

â¢ Mr. Mukesh Patni, Chief Financial Officer (Resigned w.e.f. 31^st March, 2023)

â¢ Ms. Bhavi Shah, Company Secretary (Resigned w.e.f. 10^th June, 2022)

â¢ Ms Divya Shrimali, Company Secretary (Appointed w.e.f. 11^th June, 2022).

10. NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other Employees pursuant to

the provisions of the Act and Regulation 19 of the SEBI Listing Regulations.

The Nomination and Remuneration Policy of the Company is uploaded on the Company''s website www.gfllimited.co.in. Salient features and objectives of the Policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;

b. To formulate criteria for determining qualification, positive attributes and Independence of a Director;

c. To evaluate whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

d. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long term growth and success of the Company;

e. To recommend to the board, all remuneration, in whatever form, payable to senior management;

f. To formulate criteria for evaluation of performance of independent directors and the board of directors;

g. devising a policy on diversity of board of directors;

h. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

11. DECLARATION OF INDEPENDENCE

the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors'' Databank.

The Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV of the Act.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors are given in the Corporate Governance Report, which forms part of this Annual Report.

13. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors and Chairperson of the Company, fulfillment of the independence criteria and independence of Independent Directors from the management for the Financial Year 2022-23. Further, based on the feedback received by the Company, the Board of Directors at its Nomination and Remuneration Committee Meeting held on 6^th April, 2023 had noted that the Annual Performance of each of the Directors is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

14. MEETINGS OF THE BOARD

During the year under review, five (5) Meetings of the Board of Directors of the Company.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during FY2023 are detailed in the Corporate Governance Report, forming part of this Report.

15. AUDIT COMMITTEE

The Composition of Audit Committee is disclosed in the Corporate Governance Report which forms part of this Annual Report.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

16. DIRECTORSâ RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 at the end of the Financial Year and of the Profit/Loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the 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 were 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.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

18. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of investments made under section 186 of the Act are disclosed in the Standalone Financial Statements of the Company. The Company has not given any loan or provided any securities or given any guarantee during the year covered under Sections 185 and 186 of the Act. Please refer to Note nos. 8 and 27 to the Standalone Financial Statements of the Company.

19. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties were on arm''s length basis as approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

All transactions entered with Related Parties for the year under review were on arm''s length basis and were free from material transactions, therefore disclosure in Form AOC -2 is not required to be annexed to this report.

20. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

21. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY

A separate statement containing the salient features of financial statements of Subsidiaries and Associate Company of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary company and associate company are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM''). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of the Company www.gfllimited.co.in . The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company www.gfllimited.co.in .

The Report on the performance and financial position of each of the Subsidiaries and Associates of the Company is annexed to this report in Form no AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A.

INOX Leisure Limited ceased to be Subsidiary of the Company w.e.f. 31^st December, 2022.

PVR INOX Limited (formerly known as PVR Limited) become Associate company w.e.f. 1^st January, 2023.

22. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditor of the Company.

23. VIGIL MECHANSIM

The Company has established a vigil mechanism vide its Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The details of the policy have been disclosed on the Company''s website at www.gfllimited.co.in.

24. INDEPENDENT AUDITORâS REPORT

25. INDEPENDENT AUDITORS

Members at their 35^th Annual General Meeting held on 26^th September, 2022 had appointed M/s. Patankar & Associates, Chartered Accountants, Pune, as Independent Auditors of the Company from the conclusion of 35^thAnnual General Meeting until conclusion of 40^th Annual General Meeting of the Company.

The Board approved the appointment of M/s. Patankar & Associates, Chartered Accountants, Pune (Firm Registration No. 107628W) as statutory auditors in place of the retiring auditors after evaluating and considering various factors such as competency in audit, industry experience, efficiency in conduct of audit, independence, etc., for a period of five years from the conclusion of 35^th Annual General Meeting till the conclusion of 40^thAnnual General Meeting of the Company based on the recommendations of the Audit Committee and the same was approved by the Members of the Company.

26. COST AUDITOR

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to appoint the Cost Auditor.

27. SECRETARIAL AUDITOR

The Secretarial Audit Report given by M/s Dhrumil. M Shah & Co.LLP for the financial year 2022-23, is annexed herewith as Annexure B in Form no. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

28. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

31. CORPORATE GOVERNANCE REPORT

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chairman and Managing Director is annexed as a part of the Corporate Governance Report.

32. BUSINESS RESPONSIBILITY AND

SUSTINABILITY REPORT

A Business Responsibility and Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is available on the website of the Company www.gfllimited.co.in

33. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the Annual Return has been placed on the website of the Company at www.gfllimited.co.in

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

35. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure C.

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employees are drawing remuneration in excess of the limits set out in the said rule.

36. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Shanti Prashad Jain, Independent Director, Mr. Devendra Kumar Jain, Managing Director and Mr. Pavan Kumar Jain, Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.gfllimited.co.in/pdf/company_ policies/gfllimited_csr_policy.pdf.

The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure D.

37. INSURANCE

The Company''s property and assets have been adequately insured.

38. RISK MANAGEMENT

The Company has minimal risks as it holds investment in its subsidiaries/associates. The Company proactively identifies its business risks and systemically resolves all the risks.

39. INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year and hence not being commented upon.

40. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the year 2022-23.

No. of Complaints Received	Nil
No. of Complaints disposed of	Nil
No. of Complaints pending	Nil

Hence, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

42. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

Mar 31, 2018

To the Members of

GUJARAT FLUOROCHEMICALS LIMITED

The Directors take pleasure in presenting to you their Thirty First Annual Report for the Financial Year ended on 31^st March, 2018.

1. Financial Results

Following are the working results for the Financial Year 2017-18:

Sr. No.	Particulars	Consolidated		Standalone
		Rs.in Lakhs		Rs.in Lakhs
		2017-18	2016-17	2017-18	2016-17
I Revenue from Operations		3,92,129	6,39,295	2,08,431	1,53,206
II	Other income	13,279	11,373	10,302	7,112
III	Total Revenue Income (I II)	4,05,408	6,50,668	2,18,733	1,60,318
IV	Less : Total Expenses	3,76,500	5,86,270	1,70,506	1,41,606
V	Share of profit / (loss) of joint ventures and associates	(8)	(175)
VI	Profit before exceptional items and tax (III-IV V)	28,900	64,223	48,227	18,712
VII	Exceptional items	(957)	(20,082)	15,403	528
VIII	Profit before tax (VI VII)	27,943	44,141	63,630	19,240
IX	Total Tax expense	3,936	22,690	14,899	4,612
X	Profit/(Loss) for the period (VIII-IX)	24,007	21,451	48,731	14,629
XI	Other comprehensive income	763	(2,638)	168	147
XII	Total comprehensive income	24,770	18,813	48,899	14,776
Attributable to
- Owners of the Company		25,999	6,215
- Non-controlling interests		(1,229)	12,598
Opening balance in Retained Earnings		1,07,622	1,00,652	9,618	(1,923)
Amount available for Appropriations		1,36,576	1,11,758	58,418	12,618
Dividend -Final-2016-17		3,844		3,844
Tax on dividend		783		783
Transferred to General Reserves		20,000	3,000	20,000	3,000
Transferred to Other Reserves			1,136
Closing balance in Retained Earnings		1,11,949	1,07,622	33,791	9,618

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis forming part of this Annual Report.

2. Consolidated Financial Statements

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries, joint ventures and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the AuditorsâReport form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2017-18 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. Dividend

Your Directors have proposed Dividend of Rs.3.50 per share (350%). The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the Financial Year 2017-18 will be Rs.4635 lakhs.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a âDividend Distribution Policyâand details of the same have been uploaded on the Companyâs website www.gfl.co.in.

4. Transfer of Unapid Dividend /Unclaimed amount and shares to Investor Education and Protection fund

During the year under review, the Company has credited unpaid dividend aggregating to Rs.20.71 lakhs to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013.

In accordance with the provisions of Companies Act, 2013, the Company has transferred 2,93,213 and 21,447 equity shares of Re 1 each, to the credit of IEPF Authority on in respect of which dividend had not been paid or claimed by the members for seven consecutive years. The Company had initiated necessary action for transfer of these shares in respect of which dividend has not been paid or claimed by the Members consecutively since 2009-10 and 2010-11. The Company has uploaded on its website the details of unpaid and unclaimed amounts lying with the Company as on date of last Annual General Meeting (i.e. 28^th September,2017) and details of shares transferred to IEPF. The aforesaid details are put on the Companyâs website https://www.gfl.co.in/unclaimed_ dividend.php and can be accessed at the website of the IEPF Authority (www.iepf.gov.in).

The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

5. Transfer to Reserves

During the year under review, the Company has transferred Rs.20,000 lakhs to General Reserves.

6. Directors and Key Managerial Personnel

Your Directors recommend re-appointment of following Directors:

Re-appointment of Shri Devendra Kumar Jain (DIN: 00029782) who retires by rotation and being eligible, offers himself for re-appointment.

Re-appointment of Shri Shailendra Swarup (DIN: 00167799), Shri Om Prakash Lohia (DIN: 00206807), Shri Chandra Prakash Jain (DIN: 00011964) and Shri Shanti Prashad Jain (DIN: 00023379), Independent Directors of the Company for a second term of five years with effect from 01^st April, 2019.

Re-appointment of Shri Dinesh Kumar Sachdeva (DIN: 00050740) and Shri Anand Rambhau Bhusari (DIN: 07167198) as Whole-time Director /s of the Company for a further period of one year.

Necessary Resolutions in respect of Directors seeking re-appointment and their brief resume pursuant to Clause 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

During the year there is no change in the Key Managerial Personnel of the Company and Shri Vivek Jain, Managing Director, Shri Manoj Agrawal, Chief Financial Officer and Shri Bhavin Desai, Company Secretary continue as Key Managerial Personnel of the Company.

7. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is annexed to this report as Annexure A.

8. Declaration of Independence

9. Familiarisation Programme for Independent Directors

Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report.

10. Performance Evaluation

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors and Chairperson of the Company for the Financial Year 2017-18. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 08^th February, 2018 had noted that Annual Performance of each of the Directors including Chairman is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

11. Meetings of the Board

During the year under review, the Board met four times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

12. Directorâs Responsibility Statement as per sub-section (5) of section 134 of the Companies Act, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the annual accounts for the Financial Year ended 31^st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 at the end of the Financial Year 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the 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 were 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.

13. 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 Standalone Financial Statement of the Company. Please refer to Notes no. 8, 9, 38, 45 and 48 to the Standalone Financial Statements of the Company.

14. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.gfl.co.in/pdf/GFL%20-%20 Related%20Party%20Transaction%20Policy.pdf

All transactions entered with Related Parties for the year under review were on armâs length basis and hence, disclosure in form no AOC -2 is not required to be annexed to this report.

15. Deposits

The Company has not accepted any deposits covered under Chapter V of the Act.

16. Subsidiary Companies including Joint Venture and Associate Companies

A separate statement containing the salient features of financial statements of all subsidiaries, Associates and Joint Ventures of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries, joint ventures, associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (âAGMâ). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.gfl.co.in. The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company www.gfl.co.in

The Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies of the Company is annexed to this report in Form no AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure B.

17. Internal Financial Controls

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company. One of the internal auditors of the Company also tests the internal controls independently.

18. Independent Auditorâs Report

There are no reservations, qualifications or adverse remarks in the Independent Auditorâs Report.

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.

19. Independent Auditors

Members at their 30^th Annual General Meeting held on 28^th September, 2017 had appointed M/s Kulkarni and Company, Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of 30^th Annual General Meeting until conclusion of 35^th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 28^th September, 2017.

20. Cost Auditor

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by a Cost Accountant in practice who shall be appointed by the Board. In view of the above, the Company has appointed M/s Kailash Sankhlecha & Associates to audit the cost audit records maintained by the Company for Financial Year 2018-19 on a remuneration of Rs.3,00,000/-. As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Membersâratification for the remuneration payable to M/s Kailash Sankhlecha & Associates, Cost Auditors is included at Item No. 12 of the Notice convening the Annual General Meeting.

Particulars of Cost Audit Report Submitted by M/s. Kailash Sankhlecha & Associates in respect of Financial Year 2016-17 is as follows.

Financial Year	2016-17
Due Date of Filing Cost Audit Report	20^th October,2017
Date of Filing Cost Audit Report	04^th October,2017

21. Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s Samdani Shah & Kabra, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s Samdani Shah & Kabra in Form no. MR-3 which has no qualifications is annexed to this report as Annexure C.

22. Management Discussion and Analysis Report

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations read with para B of Schedule V is presented in a separate Section forming part of this Annual Report.

23. Corporate Governance Report

Pursuant to Regulation 34 read with Para C of Schedule V of Listing Regulations, the Corporate Governance Report of the Company for the year under review and the AuditorsâCertificate regarding compliance of conditions of Corporate Governance is annexed to this report.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

24. Business Responsibility Report

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is available on the website of the Company www.gfl.co.in

25. Extract of Annual Return

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2013, the extract of Annual Return as provided in Form no. MGT -9 is annexed to this report as Annexure D.

26. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as Annexure E.

27. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure F.

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employeesâparticulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

28. Corporate Social Responsibility Activities

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Shri Shanti Prashad Jain, Independent Director, Shri Vivek Jain, Managing Director and Shri Deepak Asher, Non Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.gfl.co.in/pdf/CSR_Policy_Final_05112014.pdf. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure G.

29. Safety, Health and Environment

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System), ISO 18001:2007 (Occupational Health and Safety Management System) and ISO 9001:2008 (Quality Management System) for its Ranjitnagar and Dahej Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

30. Insurance

The Companyâs property and assets have been adequately insured.

31. Risk Management

The Board of Directors of the Company at its Meeting held on 10^th November, 2017 has approved Enterprise Risk Management (ERM) Framework of the Company which is derived from COSO ERM - Aligning Risk with Strategy and Performance 2016 Framework established by committee of sponsoring organizations. According to this, Enterprise Risk Management is âThe culture, capabilities, and practices, integrated with strategy-setting and its execution, that organizations rely on to manage risk in creating, preserving, and realizing valueâ. The Company has, therefore, adopted Residual risk approach and the Board of Directors have at its Meeting held on 08^th February, 2018 approved Enterprise Risk Register, Risk Reporting and its Monitoring system. In the Boardâs view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

32. Information under the sexual harrassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the year 2017-18.

No. of Complaints Received Nil

No. of Complaints disposed of Not Applicable

33. Material changes and Commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the Financial Statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

34. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

35. Acknowledgement

By order of the Board of Directors

26^th July, 2018 Devendra Kumar Jain

Chairman

Mar 31, 2017

Boardâs Report

To the Members of

GUJARAT FLUOROCHEMICALS LIMITED

The Directors take pleasure in presenting to you their Thirtieth Annual Report for the Financial Year ended on 31^st March,

2017.

1. FINANCIAL RESULTS

Following are the working results for the Financial Year 2016-17:

Sr.	Particulars	Consolidated		Standalone
No.		Rs, in Lakh		Rs, in Lakh
		2016-17	2015-16	2016-17	2015-16
I Revenue from Operations		6,39,295	7,11,058	1,53,206	1,43,522
II	Other income	11,983	10,258	7,112	5,886
III	Total Revenue Income (I II)	6,51,278	7,21,316	1,60,318	1,49,408
IV	Less : Total Expenses	5,86,880	6,35,146	1,41,606	1,35,193
V	Share of profit / (loss) of joint ventures and associates	(175)	(444)	-	-
VI	Profit before exceptional items and tax (III-IV V)	64,223	85,726	18,712	14,214
VII	Exceptional items	(20,082)	(496)	528
VIII	Profit before tax (VI VII)	44,141	85,230	19,240	14,214
IX	Total Tax expense	22,690	24,297	4,612	4,674
X	Profit/(Loss) for the period (X XIII)	21,451	60,933	14,629	9,540
XI	Other comprehensive income	(2,638)	(575)	147	(116)
XII	Total other comprehensive income	18,813	60,358	14,776	9,424
Attributable to
- Owners of the Company		6,215	39,367	-	-
- Non-controlling interests		12,598	20,991	-	-
Opening balance in Retained Earnings		1,00,652	75,980	(1,923)	3,785
Amount available for appropriation		1,11,758	1,15,908	12,618	13,333
Dividend-Interim-F.Y.2015-16		-	3,845	-	3,845
Dividend-Final-F.Y.2015-16		-	-	-	-
Dividend-Final-F.Y.2014-15		-	3,845	-	3,845
Tax on Dividend		-	1,566	-	1,566
Transferred to General Reserves		3,000	6,000	3,000	6,000
Transferred to Other Reserves		(1136)	-	-	-
Closing balance in Retained Earnings		1,07,622	1,00,652	9,618	(1,923)

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis Report forming part of this Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2016-17 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditorsâ Report form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2016-17 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. DIVIDEND

Your Directors have proposed Dividend of Rs, 3.50 per share (350%). The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the Financial Year 2016-17 will be Rs, 4627 lakh.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a âDividend Distribution Policyâ and details of the same have been uploaded on the Companyâs website www.gfl.co.in.

4. TRANSFER TO RESERVES

During the year under review, the Company has transferred Rs, 3000 lakh to General Reserves.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors recommend re-appointment of following Directors:

Re-appointment of Shri Deepak Asher (DIN: 00035371) who retires by rotation and being eligible, offers himself for re-appointment.

Re-appointment of Shri Vivek Jain (DIN: 00029968) as Managing Director of the Company for a further period of five years with effect from 01^st January, 2018 and Shri Anand Bhusari (DIN: 07167198) and Shri Dinesh Kumar Sachdeva (DIN: 00050740) as Whole-time Director of the Company for a further period of one year with effect from 28^th April, 2017 and 29^th November, 2017 respectively.

Necessary Resolutions in respect of Directors seeking re-appointment and their brief resume pursuant to Clause 36 of the Securities and Exchange Board of India (Listing, Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

During the year under review, Shri Chandra Prakash Jain (DIN: 00011964) was appointed as Independent Director of the Company with effect from 11^th August, 2016.

6. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is annexed to this report as Annexure A.

7. DECLARATION OF INDEPENDENCE

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors is given in the Corporate Governance Report.

9. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17 (10) of the Listing Regulations and the circular issued by SEBI dated 5^th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the Financial Year 2016-17.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

10. MEETINGS OF THE BOARD

During the year under review, the Board met five times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

11. DIRECTOR''S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 at the end of the Financial Year 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the 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 were 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.

12. 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 Standalone Financial Statement of the Company. Please refer to Notes no. 20, 21, 24, 46, 49, 9(a) to (c) and 10 to the Standalone Financial Statements of the Company.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.gfl.co.in/pdf/GFL%20-%20 Related%20Party%20Transaction%20Policy.pdf.

All transactions entered with Related Parties for the year under review were on armâs length basis and hence, disclosure in form no. AOC -2 is not required to be annexed to this report.

14. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Act.

15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

A separate statement containing the salient features of financial statements of all Subsidiaries, Associates and Joint Ventures of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (âAGMâ). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company www.gfl.co.in. The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company www.gfl.co.in.

The Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies of the Company is annexed to this report in Form no. AOC-1 pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure B.

During the year under review, the Company has entered into an agreement for sale of its stake in its Joint Venture Company Xuancheng Hengyuan Chemical Technology Company Limited (XHCT), China with Heng Wei Holding Limited and hence, XHCT has ceased to be a joint venture company with effect from 07^th September, 2016. Further, Inox Renewables Limited (âIRLâ), a wholly-owned subsidiary of the Company, and Inox Renewables (Jaisalmer) Limited (âIRJLâ), a wholly-owned subsidiary of IRL, have on 07^th March, 2017 signed certain agreements with Leap Green Energy Private Limited (âLeap Greenâ), and certain subsidiaries of Leap Green, to sell substantially all of the wind energy-based power projects of IRL and IRJL to these subsidiaries of Leap Green, in each case, on a slump sale basis (âTransactionâ). This Transaction is expected to complete over the next few months, subject to satisfaction of certain conditions precedent, including obtaining necessary approvals and consents of regulatory and governmental authorities as well as project lenders.

16. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal controls commensurate with its size and nature of its business. The Board has reviewed internal financial controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company.

17. INDEPENDENT AUDITORS'' REPORT

There are no reservations, qualifications or adverse remarks in the Independent Auditorsâ Report.

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3) (f) of the Companies Act, 2013.

18. INDEPENDENT AUDITORS

Members at their 28^th Annual General Meeting held on 29^th September, 2015 had appointed M/s Patankar & Associates, Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of 28^th Annual General Meeting until conclusion of 30^th Annual General Meeting.

M/s. Patankar & Associates, Chartered Accountants, have been the Auditors of the Company since the inception of the Company and their tenure as the Auditors of the Company will expire with the conclusion of this ensuing AGM, in accordance with Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Board of Directors at their Meeting held on 11^th August, 2017 recommended to the Members that M/s. Kulkarni & Associates, Chartered Accountants, be appointed as Independent Auditors of the Company at the 30^th Annual General Meeting till the conclusion of the 35^th Annual General Meeting, subject to ratification of their appointment by the shareholders of the Company at every Annual General Meeting held thereafter.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s. Kulkarni & Associates. Further, M/s. Kulkarni & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

19. COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company are required to be audited by a Cost Accountant in practice who shall be appointed by the Board. In view of the above, the Company has appointed M/s Kailash Sankhlecha and Associates to audit the cost audit records maintained by the Company for Financial Year 201718 on a remuneration of '' 3,00,000/-. As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to M/s Kailash Sankhlecha & Associates, Cost Auditors is included at Item No. 8 of the Notice convening the Annual General Meeting.

Particulars of Cost Audit Report Submitted by M/s. Kailash Sankhlecha & Associates in respect of Financial Year 2015-16 is as follows.

Financial Year	2015-16
Due Date of Filing Cost Audit Report	9^th October, 2016
Date of Filing Cost Audit Report	27^th September, 2016

20. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2013, the Company has appointed M/s Samdani Shah & Kabra, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s Samdani Shah & Kabra in Form no. MR-3 which has no qualifications is annexed to this report as Annexure C.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the Listing Regulations read with para B of Schedule V is presented in a separate Section forming part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

Pursuant Regulation 34 (3) read with Para C of Schedule V of Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Auditorsâ Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

In compliance with the requirements of Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Managing Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

23. BUSINESS RESPONSIBILITY REPORT

24. EXTRACT OF ANNUAL RETURN

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

26. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said rule is annexed to this report.

Disclosure pertaining to remuneration and other details as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure F.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Shri Shanti Prasad Jain, Independent Director, Shri Vivek Jain and Shri Deepak Asher, Non Independent Directors of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www. gfl.co.in/pdf/CSR_Policy_Final_05112014.pdf. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure G.

28. SAFETY, HEALTH AND ENVIRONMENT

29. INSURANCE

The Companyâs property and assets have been adequately insured.

30. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz Regulatory and Legal, Competition and Financial involved and measures taken to ensure that risk is controlled by means of a properly defined framework. In the Boardâs view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

31. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of sexual harassment complaints received and disposed of during the year 2016-17.

No. of Complaints Received	Nil
No. of Complaints disposed of	Not Applicable

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

34. ACKNOWLEDGEMENT

By Order of the Board of Directors

Date : 11^th August, 2017 Devendra Kumar Jain

Place : Noida Chairman

Mar 31, 2014

To the Members of

GUJARAT FLUOROCHEMICALS LIMITED

The Directors take pleasure in presenting to you their Twenty-Seventh Annual Report for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Following are the working results for the year 2013-2014:

(Rs. in Lacs)

2013-2014 2012-2013

Continuing Operations

Net Sales / Income from Operations 113487 150416

Other Operating Income 607 9192

Total Income from Operations 114094 159608

Less: Total Expenses 105287 99019

Profit from operations before other income and finance cost and exceptional items 8807 60589

Add: Other Income 6506 5690

15313 66279

Less: Finance Cost 5528 6895

Profit from ordinary activities after finance cost but before exceptional items 9785 59384

Profit from ordinary activity before Taxation 9785 59384

Provision for Taxation 2243 19594

Profit for the year from Ordinary Activity 7442 39790 Discontinuing Operations

Profit / (Loss) before Tax 0 65

Tax Expense 0 21

Net Profit / (Loss) 0 44

Net Profit / (Loss) for the year 7442 39834

Profit brought forward form earlier year 722 374

Profit available for appropriations 8164 40208 Appropriations

Transferred to General Reserves 3000 35000

Interim Dividend 0 1648

Proposed Dividend subject to approval of the Shareholders 3845 2197

Tax on Dividend 653 640

Balance Carried forward to Balance Sheet 666 723

TOTAL 8164 40208

(2) MANAGEMENT DISCUSSION AND ANALYSIS REPORT - 2013-14

a. PTFE / Chemicals Business

Industry structure and developments

Total global PTFE market is around 150000 tpa, of which 60% is granular and 40% is fine powder and aqueous dispersion grades. The market is growing at a CAGR of 3-4% for last several years. However, it had witnessed significant upheaval during last 3-4 years. After having seen a period of shortage and rising prices, the market entered a period of surplus and falling prices. During the financial year the prices remained subdued and demand sluggish, though there have been some signs of recovery towards the end of the year. Going forward, demand is expected to get a boost due to increased usage in architectural and household applications.

In terms of supply, the industry is dominated by two kinds of players - long term, high quality, large players from developed countries, who command around 50% market share, and new players from developing countries who have around 50% market share. There is a distinct shift occurring towards the later.

The Company entered the PTFE business in 2008, and in a short span of time, became a significant player in the global market. The Company is perceived as a high quality PTFE supplier, who works closely with customers to meet their requirements. With the present capacity of about 16,000 tpa, your Company caters to a significant share of the global market, putting it in the bracket of the top 3-4 PTFE suppliers globally. The Company has also introduced in the market various grades of fine powders and aqueous dispersion PTFE. Consistent with its commitment towards the environment, the Company manufactures fine powder and aqueous dispersion PTFE grades manufactured by using environment friendly surfactant technology.

Your company has managed to retain its market share and has added a number of key customers with its relentless marketing efforts. In its efforts to be closer to the customer, your Company has incorporated a subsidiary in Germany, in addition to the subsidiary in the US.

Indian market for PTFE is around 3000 - 3500 tpa, growing at a healthy 7 - 8% per annum. The Company has around 70% market share in India, being the only significant producer in the country. There is an immense latent potential for higher PTFE demand and the Company is working with Indian PTFE processors to develop new products and applications to spur higher growth and demand in the domestic market.

Globally, established players are moving to higher value added polymers, leaving the space in the traditional PTFE markets for players like your Company. The Company also plans to enter the segment of higher value added fluoropolymers and fluoroelastomers in the near future. Due to its continued marketing efforts the Company has been able to increase its market penetration and enlarge its customer base.

The Company enjoys a significant competitive advantage, because of its integrated operations. It is amongst the most integrated players globally, giving it significant cost competiveness amongst other global players. The Company has placed enormous emphasis on high and consistent quality of all PTFE grades matching the best in the business, by continuous operations and process improvements. The Company has adopted marketing strategies to be proximate with customers and provide value added services such as office and warehousing facilities in the US and EU markets, and technical services to drive value for customers. The Company has enlarged its sales field force both in domestic as well as in international market to further increase its market share.

Opportunities and threats

The key opportunities in the PTFE business include the vast undeveloped potential in the Indian markets that would be converted into market demand by new product and application development, and the market gaps created by established players moving to higher value added polymers. There also exists the potential to work with reputed global players of PTFE based components to expand the PTFE market in India. Your company also sees major opportunities in US, Latin America and Far East to boost its sales and global market share. The Company has accordingly deployed sales personnel in these markets to achieve this goal.

Some of the significant threats include further capacity expansions in China, and the impact of such expansion on PTFE prices.

Segment-wise product-wise performance

Caustic Soda accounts for around 25% of the Company''s sales in value terms. Caustic soda sales, though increased by 8% in volume terms compared to last year, dropped by around 4% in value terms, largely due to lower price realisations.

Chloromethanes account for around 19% of the Company''s sales in value terms. Chloromethane sales has increased by around 15% in value terms, due to higher price realisations despite remaining the same in volume terms.

PTFE accounts for around 38% of the Company''s sales in value terms. PTFE sales recorded increase by 34% in volume terms and 12% in value terms.

Around 24% of the Company''s PTFE sales last financial year came from the domestic market and more than 76% of PTFE sales came from the export markets, in value terms. The Company witnessed a 21 % fall in its PTFE exports in value terms.

A bulk of the Company''s PTFE sales, more than 78%, comes from granular PTFE (including modified granular) with dispersion PTFE accounting for 18%, and APTFE for around 4% Granular PTFE sales increased by around 9%.

Outlook

The demand sluggishness and consequently subdued prices witnessed in the previous year spilled over in this year too. However, the US economy in particular, fuelled by shale gas discovery, is expected to do well in the coming year. This is expected to boost the global economy. Therefore, the Company expects the growth momentum in PTFE sales to pick up during this coming financial year.

With the introduction of fine powder and aqueous dispersion grades of PTFE in the product mix and growth in the modified and compounding businesses, the Company expects value addition in the PTFE business to increase further.

The Company is, in addition to being the largest PTFE producer in the country, also the largest producer of chloromethanes, and a significant player in the caustic soda business in India.

The Company is also seriously considering other products in the fluoropolymer, fluoroelastomers and speciality fluorochemicals segments, and would take investment decisions in these areas shortly, after a complete evaluation of the market, technologies and economics. This would provide an avenue of growth in the near future.

The Company has launched several profit improvement, cost reduction and energy saving projects some of which have already started yielding good results. During the forthcoming financial year there will be significant contribution on revenues and profitability from these projects.

Risk and concerns

As indicated in the "threats" section, the key risk includes increased competition and impact on pricing, due to any additional capacities set up by Chinese manufacturers.

However, the Company remains confident of being able to maintain a healthy return on investment due to the cost competiveness arising out of its integrated operations and its increased efforts in the market to retain and expand customers and enhance market share.

b. Wind Energy Business

The Company has floated two subsidiaries to pursue its wind energy business - Inox Wind Limited and Inox Renewables Limited. Inox Wind Limited manufactures state-of-the-art wind turbine generators, rotor blades and tubular towers, at its two manufacturing plants, one in Himachal Pradesh and one in Gujarat, with technology sourced from a leading European wind turbine technology developer. Inox Renewables Limited owns and operates wind farms.

Inox Wind Limited is one of India''s leading wind power solutions providers. It manufactures wind turbine generators, and provides turnkey solutions by supplying WTGs and their components. Inox Wind Limited also, through its 100% subsidiary Inox Wind Infrastructure Services Limited, offers a variety of services including wind resource assessment, site acquisition, project development, erection and commissioning, and also long term operations and maintenance of wind power projects. During the financial year ended March 2014, Inox Wind Limited has emerged as one of the largest wind power solutions provider in the country.

Inox Renewables Limited, and its 100% subsidiary Inox Renewables (Jaisalmer) Limited, own and operate wind farms. By March 2014, Inox Renewables Limited with its subsidiary operates around 213.1 MW on wind capacity, making it one of the large wind IPPs in the country today.

The regulatory development in this business remains favourable, with various incentives like higher feed-in tariffs, generation based incentives, mandatory Renewable Purchase Obligations (RPOs) on distribution companies, and Renewable Energy Certificates (RECs) all adding to the revenue streams a wind energy producer can avail to improve the viability of investments in wind farms. With access to a significant pool of viable land banks, and access to efficient wind turbines, the Company''s subsidiaries a re well-poised to mark a significant presence in this business.

Discussion on financial performance with respect to operational performance

The financial performance of your Company continues to remain strong, and is expected to show an improvement in the coming years, with the higher production levels at the chemical complex at Dahej and the commencement of revenues from the Wind Energy business through its subsidiaries.

(3) RESPONSIBILITY STATEMENT

Your Directors would like to confirm that

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

II. the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 and of the Profit or Loss of the Company for that period;

III. 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. the Directors have prepared the Annual Accounts on a going concern basis.

4. DIVIDEND

Your Directors have recommended dividend of Rs 3.50 per share (350%) subject to approval of the Members. The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the year will be Rs 4498 lacs.

5. DIRECTORS

Shri Deepak Asher (DIN: 00035371) retires by rotation and being eligible, offer himself for re-appointment.

Shri Shailendra Swarup (DIN: 00167799), Shri Om Prakash Lohia (DIN: 00206807), Dr. S Rama Iyer (DIN: 00076549) and Shri Shanti Prasad Jain (DIN: 00023379), Independent Directors of the Company were appointed as Independent Directors of the Company by the Board of Directors at its meeting held on 29th May, 2014 for a period of five consecutive years with effect from 1st April, 2014 subject to approval of Members at the ensuing Annual General Meeting.

The Board of Directors has re-appointed Shri Dinesh Kumar Sachdeva (DIN 00050740) and Shri Jitendra Singh Bedi (DIN: 01670022) as Whole-time Director /s of the Company for a period of one year subject to the approval of Members at the ensuing Annual General Meeting. Shri Paresh Trivedi who was appointed by the Board of Directors as an Additional and Whole-time Director at its meeting held on 22nd October, 2013 had resigned as Director and Whole-time Director with effect from 27th June, 2014. The appointment of Shri Paresh Trivedi and payment of remuneration to him during the said period is placed for approval of Members.

Necessary resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to Clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

6. SUBSIDIARIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

7. AUDITORS'' REPORT

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

8. AUDITORS

Members are requested to appoint Auditors for the current year and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and offer themselves for re-appointment. A certificate has been received from them that their appointment, if made, will be in compliance with the provisions of the Companies Act, 2013.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

In compliance with the requirements of Clause 49(V), a certificate from the Managing Director and Director and Group Head (Corporate Finance) of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to 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, relating to the matters contained therein is given by way of an Annexure to this Report.

11. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

12. SUSTAINABLE DEVELOPMENT ACTIVITIES

The Company undertakes sustainable development work as part of its ongoing efforts to improve the quality of life of the people in the areas surrounding its plant. Your company has spent around Rs 41.74 lakhs in the last financial year on these initiatives. Diligent and sincere efforts in this direction have had a positive and lasting impact on the neighbouring community. During the year, the Company has had its Corporate Social Responsibility initiatives certified by Ernst and Young.

13. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) for its Ranjitnagar and Dahej Plant. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

14. INSURANCE

The Company''s property and assets have been adequately insured.

15. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

16. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases.

During the period under review, no case was filed with the Committee.

By Order of the Board of Directors

Noida Devendra Kumar Jain Vivek Jain

29th July, 2014 Director Managing Director

Mar 31, 2013

To the Members of GUJARAT FLUOROCHEMICALS LIMITED

The Directors take pleasure in presenting to you their Twenty-Sixth Annual Report for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

Following are the working results for the year 2012-2013:

(Rs. in Lacs)

2012-2013 2011-2012

Continuing Operations

Net Sales / Income from Operations 159090 206556

Other operating Income 518 344

Total Income from Operations 159608 206900

Less: Total Expenses 99019 106835

Profit from operations before other income and finance cost and exceptional items 60589 100065

Add: Other Income 5690 5764

66279 105829

Less: Finance Cost 6895 5713

Profit from ordinary activities after finance cost but before exceptional items 59384 100116

Profit from ordinary activity before Taxation 59384 100116

Provision for Taxation 19594 24816

Profit for the year from Ordinary Activity 39790 75300

Discontinuing Operations

Profit / (Loss) before Tax 65 (34927)

Tax Expense 21 (2787)

Net Profit / (Loss) 44 (32140)

Net Profit / (Loss) for the year 39834 43160

Profit brought forward form earlier year 374 183

Profit available for appropriations 40208 43343

Appropriations

Transferred to General Reserves 35000 38500

Interim Dividend 1648 2197

Proposed Dividend subject to approval of the Shareholders 2197 1648

Tax on Dividend 640 624

Balance Carried forward to Balance Sheet 723 374

40208 43343

2. RESPONSIBILITY STATEMENT

Your Directors would like to confirm that

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

II. the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 and of the Profit or Loss of the Company for that period;

III. 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. the Directors have prepared the Annual Accounts on a going concern basis.

3. DIVIDEND

Your Company has paid an Interim Dividend of Rs 1.50 per share (150%) and your Directors now recommend a final dividend of Rs 2 per share (200%) subject to approval of the shareholders. The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the year will be Rs 4485.44 lacs.

4. DIRECTORS

Shri Pavan Kumar Jain and Shri Om Prakash Lohia retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors has re-appointed Shri Dinesh Kumar Sachdeva and Shri Jitendra Singh Bedi as Whole-time Director /s of the Company for a period of one year subject to the approval of Members at the ensuing Annual General Meeting.

Necessary resolutions in respect of Directors seeking re-appointment and their brief resume pursuant to clause 49 of the listing agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

5. SUBSIDIARIES

Ministry of Corporate Affairs, New Delhi vide its Circular No 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption to Holding Companies from attaching the Balance Sheet(s) of Subsidiary Company(ies) concerned as required under Section 212 of the Companies Act, 1956. In view of the above, the Board of Directors of the Company has by resolution 30th May, 2013 accorded consent to not attaching Annual Accounts of the financial year ended on 31st March, 2013 of all the Company''s subsidiaries. A statement showing holding Company''s interest in subsidiaries as required under Section 212 (3) of the Companies Act, 1956 is annexed to the Directors Report.

6. AUDITORS'' REPORT

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

7. AUDITORS

Members are requested to appoint Auditors for the current year and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and offer themselves for re-appointment. Due notice has been received from them that their appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

8. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

In compliance with the requirements of Clause 49(V), a certificate from the Managing Director and Director and Group Head (Corporate Finance) of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to 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, relating to the matters contained therein is given by way of an Annexure to this Report.

10. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

11. SUSTAINABLE DEVELOPMENT ACTIVITIES

The Company undertakes sustainable development work as part of its ongoing efforts to improve the quality of life of the people in the areas surrounding its plant. Your company has spent around Rs 75.23 lakhs in the last financial year on these initiatives. Diligent and sincere efforts in this direction have had a positive and lasting impact on the neighbouring community. During the year, the Company has had its Corporate Social Responsibility initiatives certified by Ernst and Young.

12. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) for its Ranjitnagar Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

13. INSURANCE

The Company''s property and assets have been adequately insured.

14. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By Order of the Board of Directors

Noida DK Jain Vivek Jain

30th May, 2013 Director Managing Director

Mar 31, 2012

To the Members of GUJARAT FLUOROCHEMICALS LIMITED

The Directors take pleasure in presenting to you their Twenty-Fifth Annual Report for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

Following are the working results for the year 2011-2012:

(Rs. in Lacs)

2011-2012 2010-2011

Continuing Operations

Net Sales / Income from Operations 206556 97897

Other operating Income 344 388

Total Income from Operations 206900 98285

Less: Total Expenses 106835 70816 Profit from operations before other income and

finance cost and excep tional items 100065 27469

Add: Other Income 5764 9953

105829 37422

Less: Finance Cost 5713 2987

Profit from ordinary activity before Taxation 100116 34435

Provision for Taxation 24816 8485

Profit for the year from Ordinary Activity 75300 25950 Discontinuing Operations

Profit / (Loss) before Tax (34927) 715

Tax Expense (2787) 301

Net Profit / (Loss) (32140) 414

Net Profit / (Loss) for the year 43160 26364

Profit brought forward from earlier year 183 292

Profit available for appropriations 43343 26656 Appropriations

Transferred to General Reserves 38500 22000

Interim Dividend 2197 1099

Proposed Dividend subject to approval of the Shareholders 1648 2746

Tax on Dividend 624 628

Balance Carried forward to Balance Sheet 374 183

43343 26656

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a. PTFE / Chemicals Business

Industry structure and developments

Total global PTFE market is around 140,000 tpa, of which 60% is granular and 40% is dispersion grade. In terms of supply, the industry is dominated by two kinds of players " long time, high quality big players from developed countries, who command around 60% market share, and upcoming new players from developing countries who have around 40% market share.

The Company has entered the PTFE business in 2008, and in a short span of time, become a significant player in the global market. The Company is increasingly being perceived as a high quality PTFE supplier, and with the present capacity of 12,000 tpa, planned to be increased to 18,000 tpa, is poised to cater to a significant share of the global market, putting it in the bracket of the top 3 - 4 PTFE suppliers globally.

Indian market for PTFE is around 2,500 - 3,000 tpa, and growing at a healthy 7 " 8% per annum. The Company has more than 80% market share in India, being the only significant producer in the country. There is an immense latent potential for higher PTFE demand, and the Company is working with Indian PTFE processors to develop new products and applications to spur higher growth and demand in the domestic market.

Globally, the established players are moving to higher value added polymers, leaving the space in the traditional PTFE markets for players like the Company. The Company also plans to enter the segment of higher value added polymers in the near future.

The Company enjoys a significant competitive advantage, because of its integrated operations. It is amongst the only top 2 or 3 integrated players, giving it significant cost competiveness amongst other global players. The Company has placed enormous emphasis on high and consistent quality of all PTFE grades matching the best in the business, by continuous operations and process improvements. The Company has adopted marketing strategies to be proximate with customers and provide value added services such as warehousing facilities in the US and EU markets, and technical services to drive value for customers.

Opportunities and threats

The key opportunities in the PTFE business include the vast undeveloped potential in the Indian markets that would be converted into market demand by new product and application development, and the market gaps created by established players moving to higher value added polymers. There also exist the potential to work with reputed global players of PTFE based components to expand the PTFE market in India.

Some of the significant threats include further capacity expansions in China, and the impact of such expansion on PTFE prices, as also the continued economic downturn in developed markets like Europe, that could cause demand to remain sluggish.

Segment-wise product-wise performance

Caustic Soda accounts for around 9% of the Company's sales in value terms. Caustic soda sales increased last financial year by 45% in volume terms and by 136% in value terms. Similarly, Chloromethane, which account for around 10% of the Company's sales in value terms, increased last financial year by 84% in volume terms and 66% in value terms.

PTFE accounts for around 32% of the Company's sales in value terms. PTFE sales recorded an increase of 23% in volume terms and 138% in value terms.

Around 16% of the Company's PTFE sales last financial year came from the domestic market and more than 84% of PTFE sales from the export markets. The Company witnessed a 25% growth in its PTFE exports.

A bulk of the Company's PTFE sales, more than 90%, comes from granular PTFE, with modified PTFE and compounds accounting for around 7%. Granular PTFE sales grew by around 19%, whereas modified PTFE and compounds grew by around 66% last year.

The Company expects to maintain a healthy sales growth rate going forward.

Outlook

PTFE has been witnessing a growth rate of 4 " 5% over the past 30 years globally, and it is expected that this growth rate will continue, if not increase, due to new product and application development particularly in developing countries, in the future. With established players moving away into other flour polymers, this creates a space in the market that your Company aspires to be the first choice for the market to fill.

The establishment of capacity for dispersion PTFE is expected to improve the product mix of the Company significantly. With the Company increasing focus on dispersion PTFE, and growing the modified and compounding business, the Company expects the value addition in the PTFE business to increase further.

The Company has, in addition to being the largest PTFE producer in the country, has also become the largest producer of chloromethane, and a significant player in the caustic soda business in India.

The Company is also seriously considering other product candidates in the fluor polymer space, and would be taking an investment decision in these areas shortly, after a complete evaluation of the market, technologies and economics. This would provide an avenue of substantial growth in the near future.

Risk and concerns

As indicated in the D threats D section, the key risk includes impact on demand and pricing, due to sluggish growth in markets like Europe due to the economic turndown, and pressure on prices due to capacity expansion in China.

However, the Company remains confident of being able to maintain a healthy return on investment due to the cost competiveness due to its integrated operations.

b. Carbon Credit Business

The Company has a Clean Development Mechanism (CDM) Project registered by the United Nations Framework Convention for Climate Change (UNFCCC). This project generates Certified Emission Reductions (CERs) by destruction of HFC-23, a potent greenhouse gas inevitably generated in the production process of HCFC-22, a refrigerant produced by the company.

A part of the expected CER generation of the Company till December 2012 have been sold under firm fixed price contracts, a part under floating price contracts with floor prices, and a part have been kept unheeded for sale in the spot market on issuance. Spot prices have softened over the past twelve months, due to supply-demand imbalance, largely caused by the European economic situation.

The key market for CERs so far has been through the European Union Emissions Trading Scheme (EU-ETS). The EU has announced that it would not buy CERs from HFC-23 destruction (as also some other technologies) after December 2012. There is also some uncertainty over the continuation of the emission reduction obligations under the Kyoto Protocol, from 2013. Hence, it is likely that the Company's CERs may not have a significant market from 2013 and onwards.

c. Wind Energy Business

The Company has floated two subsidiaries to pursue its wind energy business -Inox Wind Limited and Inox Renewables Limited. Inox Wind Limited manufactures state-of-the-art wind turbine generators, rotor blades and tubular towers, at its two manufacturing plants, one in Himachal Pradesh and one in Gujarat, with technology sourced from a leading European wind turbine technology developer. Inox Renewables Limited sets up and operates wind farms.

Pursuant to its decision to grow its wind energy business in its subsidiary, and also to enable raising non-recourse capital for the same, the Company has transferred, by way of a slump sale, its entire wind energy business, as of 30 March, 2012, comprising of 69 MW of operational capacity, and 70 MW of capacity being set up, to Inox Renewable Limited. The business plan is to set up all incremental wind generation capacity in Inox Renewable Limited going forward. The company is already in discussions with various equity and debt capital providers for funding the growth in this business.

The regulatory development in this business remains favorable, with various incentives like higher feed-in tariffs, generation based incentives, mandatory Renewable Purchase Obligations (RPOs) on distribution companies, and Renewable Energy Certificates (RECs) all adding to the revenue streams a wind energy producer can avail to improve the viability of investments in wind farms. With access to a significant pool of viable land banks, and access to efficient wind turbines, the Company's subsidiaries are well-poised to mark a significant presence in this business.

d. Internal control system and their adequacy

The company has an adequate internal audit system commensurate with its size and the nature of its business. The internal audit is carried out by independent firms of Chartered Accountants, who interact with the Audit Committee on a regular basis, with respect to the scope of audit, significant audit observations, and remedial action required, if any.

e. Discussion on financial performance with respect to operational performance

The financial performance of your Company continues to remain strong, and is expected to show an improvement in the coming years, with the higher production levels at the chemical complex at Dahej and the commencement of revenues from the Wind Energy business through its subsidiaries.

f. Material developments in human resources / industrial relations front, including number of people employed

The company has around 1500 employees on its rolls. Your company continues to have cordial and harmonious relations with all its employees.

3. RESPONSIBILITY STATEMENT

Your Directors would like to confirm that

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

II. 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 and of the Profit or Loss of the Company for that period;

III. 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. the Directors have prepared the Annual Accounts on a going concern basis.

4. DIVIDEND

Your Company has paid an Interim Dividend of Rs 2.00 per share (200%) and your Directors now recommend a final dividend of Rs 1.50 per share (150%) subject to approval of the shareholders. The total dividend pay-out (including dividend distribution tax on dividend pay-out) for the year will be Rs 4468 lacs.

5. DIRECTORS

Shri DK Jain and Shri Shailendra Swarup retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors have re-appointed / appointed Shri DK Sachdeva, Shri JS Bedi and Shri G Arumugam as Whole- time Director /s of the Company subject to the approval of Members at the ensuing Annual General Meeting.

The Board of Directors have also re-appointed Shri Vivek Jain as Managing Director of the Company for a period of five years with effect from 01st January, 2013 subject to the approval of Members at the ensuing Annual General Meeting.

Necessary resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to clause 49 of the listing agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

6. SUBSIDIARIES

Ministry of Corporate Affairs, New Delhi vide its Circular No 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption to Holding Companies from attaching the Balance Sheet(s) of Subsidiary Company(ies) concerned as required under Section 212 of the Companies Act, 1956. In view of the above, the Board of Directors of the Company has by resolution 25th May, 2012 accorded consent to not attaching Annual Accounts of the financial year ended on 31st March, 2012 of all the Company's subsidiaries. A statement showing holding Company's interest in subsidiaries as required under Section 212 (3) of the Companies Act, 1956 is annexed to the Directors Report.

7. AUDITORS" REPORT

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

8. AUDITORS

Members are requested to appoint Auditors for the current year and to fix, or authorize the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and offer themselves for re-appointment. Due notice has been received from them that their appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors" Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

In compliance with the requirements of Clause 49(V), a certificate from the Managing Director and Director and Group Head (Corporate Finance) of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to 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, relating to the matters contained therein is given by way of an Annexure to this Report.

11. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars are set out in the Annexure to the Directors Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

12. SUSTAINABLE DEVELOPMENT ACTIVITIES

The Company undertakes sustainable development work as part of its ongoing efforts to improve the quality of life of the people in the areas surrounding its plant. Your company has spent around Rs 80 lakhs in the last financial year on these initiatives. Diligent and sincere efforts in this direction have had a positive and lasting impact on the neighboring community. During the year, the Company has had its Corporate Social Responsibility initiatives certified by Ernst and Young.

13. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) for its Ranjitnagar Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

14. INSURANCE

The Company's property and assets have been adequately insured.

15. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By Order of the Board of Directors

Noida DK Jain Vivek Jain

25th May, 2012 Director Managing Director

Mar 31, 2011

To the Members of

The Directors take pleasure in presenting to you their Twenty-Fourth Annual Report for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

Following are the working results for the year 2010-2011:

(Rs. in Lacs)

2010-2011 2009-2010

Turnover 102470.81 98634.50

Gross Profit before Interest and Depreciation 45423.33 52271.98

Less: Interest 3454.64 4803.33

Profit before Depreciation 41968.69 47468.65

Less: Depreciation and amortization for the year 6758.98 5703.07

Less: Provision for diminution in value of investments 60.75 1559.84

Profit before Taxation 35148.96 40205.74

Provision for Taxation 10211.08 6799.05

Profit for the year 24937.88 33406.69

Add: Taxation pertaining to earlier years 1424.93 8.66

Add: Profit brought forward from previous year 292.74 169.19

26655.55 33584.54

Appropriations

Transferred to General Reserve 22000.00 28800.00

Interim dividend 1098.50 2197.00

Proposed Dividend subject to approval of the shareholders 2746.25 1647.75

Tax on Dividend 627.96 647.05

Balance carried to Balance Sheet 182.84 292.74

26655.55 33584.54

3. RESPONSIBILITY STATEMENT

Your Directors would like to confirm that

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

II. the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 and of the Profit or Loss of the Company for that period;

III. 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. the Directors have prepared the Annual Accounts on a going concern basis.

4. DIVIDEND

Your Company had paid an interim dividend of Re 1 per share and your Directors now recommend a final dividend of Rs 2.50 per share (250%) subject to approval of the shareholders. The total dividend payout (including dividend distribution tax) for the year will be Rs 4472.71 lacs.

5. DIRECTORS

Shri Deepak Asher and Shri Shanti Prasad Jain retire by rotation and being eligible, offer themselves for re- appointment.

Shri Mahesh Prasad is appointed as an Additional Director of the Company at the Meeting of the Board of Directors of the Company held on 27 May, 2011. He holds his office upto the forthcoming Annual General Meeting of the Company. Notice has been received from a Member of the Company specifying his intention to propose the candidature of Shri Mahesh Prasad as a Director of the Company. The Board recommends his appointment as a Director of the Company.

7. SUBSIDIARIES

Ministery of Corporate Affairs, New Delhi vide its Circular No 5/12/2007-CL-III dated 08th February, 2011 has granted general exemption to the Holding Companies for not attaching the Balance Sheet(s) of Subsidiary Company(ies) concerned as required under Section 212 of the Companies Act, 1956. In view of the above, the Board of Directors of the Company has by resolution 27th May, 2011 accorded consent to not attaching Annual Accounts of the financial year ended on 31st March, 2011 of all the CompanyÃs subsidiaries.

8. AUDITORS'REPORT

The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956. The observations made by the Auditors in their report on the Corporate Governance are explained in Para 2 and 3 of the Corporate Governance Report.

9. AUDITORS

Members are requested to appoint Auditors for the current year and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and offer themselves for re-appointment. Due notice has been received from them that their appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors'Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

In compliance with the requirements of Clause 49(V), a certificate from the Managing Director and Director and Group Head (Corporate Finance) of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to 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, relating to the matters contained therein is given by way of an Annexure to this Report.

12. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under, the names and other particulars are set out in the Annexure to the Directors'Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors'Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

13. SUSTAINABLE DEVELOPMENT ACTIVITIES

The Company undertakes sustainable development work as part of its ongoing efforts to improve the quality of life of the people in the areas surrounding its plant. Your company has spent around Rs 88.24 lacs in the last financial year on these initiatives. Diligent and sincere efforts in this direction have had a positive and lasting impact on the neighbouring community. During the year, the Company has had its Corporate Social Responsibility initiatives certified by Ernst and Young.

14. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) for its Ranjitnagar Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

15. INSURANCE

The CompanyÃs property and assets have been adequately insured.

16. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By Order of the Board of Directors

Noida DK JAIN

27th May, 2011 Chairman

Mar 31, 2010

The Directors take pleasure in presenting to you their Twenty-Third Annual Report for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Following are the working results for the year 2009-2010:

(Rs in lacs) 2009-2010 2008-2009 Turnover 98634.50 104452.17 Gross Profit before Interest and Depreciation 52271.98 57427.46 Less: Interest 4803.33 4999.97 Profit before Depreciation 47468.55 52427.49 Less: Depreciation and amortization for the year5703.07 4718.44 Less: Provision for diminution in value of investments 1559.84 268.09 Profit before Taxation 40205.74 47440.96 Provision for Taxation 6799.05 13427.34 Prof it for the year 33406.69 34013.62 Add: Taxation pertaining to earlier years 8.66 0 Add: Profit brought forward from previous year 169.19 80.56 33584.03 34094.18 Appropriations Capital Redemption Reserve 0 59.30 Proposed Dividend written back 0 -4.88 Transferred to General Reserve 28800.00 29372.39 Interim dividend 2197.00 0.00 Proposed Dividend subject to approval of the shareholders 1647.75 3844.75 Tax on Dividend 647.05 653.42 Balance carried to Balance Sheet 292.74 169.20 33584.03 34094.18

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry structure and developments

The Company makes HCFC22 - a product that is used as a refrigerant and as feedstock in the manufacture of PTFE. There are 4 major manufacturers of refrigerants in India, of which your company is the largest. Around 80% of your companys refrigerant production was being exported to around 75 countries across the globe. The Refrigerant Gas market in India comprises of two distinct customer categories - distributors, who cater to the replacement demand, and OEs, who represent requirements for new equipment. Internationally, the market is serviced

predominantly by a network of distributors. The commissioning and stabilisation of the chemical complex set up by the Company at Dahej, including the PTFE plant, will ensure a steady demand for the HCFC22 produced by the Company. ^

Your company has set up a chemical complex at Dahej, District Bharuch, Gujarat. The Company manufactures Caustic Soda, Chlorine, Chloromethanes and Poly Tetra Fluoro Ethane (PTFE) at this facility, and also operated a 28 MW gas based captive power plant and a 25 MW Coal based captive power plant. Any power generated in excess of captive requirements is sold in the market. These products add to the Companys product portfolio, improve its competitive advantage due to forward and backward integration, and provide longevity to the Companys HCFC22 production beyond the control provisions of the Montreal Protocol. After fully stabilising its existing capacities and attaining acceptable levels of product quality and capacity utilisation, the Company has decided tc invest around Rs 500 crores in increasing its plant capacity of Caustic Soda to 170000 tpa, Chloromethane capacity 1,20,000 tpa and Poly Tetra Fluoro Ethane (PTFE) to 12,500 tpa, with corresponding increase in the capacity of its captive power plant.

The Company has been successfully operating, for more than 4 years now, a Clean Development Mechanism Project which affects Greenhouse Gas Emission Reductions by Thermal Oxidation of HFC23, and earns Carbon Credits. Your Company is amongst the largest Carbon Credit generating projects in the world. Industrial installations and utilities in Europe and Japan buy these Carbon Credits for compliance under the Kyoto Protocol and / or the European Union Emissions Trading Scheme.

Your Company already has around 65 MW of installed capacity in wind power generation. Your Company has set up a subsidiary, "Inox Wind Limited" (IWL) which has set up manufacturing facilities for wind turbines at Una, Himachal Pradesh and Bawla, Gujarat and has commenced commercial production of nacelles and hubs for wind turbines at Una, in pursuance of your Companys business plans to set up and operate wind farms. Your Company is also in the process of acquiring land banks and setting up an operating team for this business.

Opportunities and threats

The Refrigerant Business of your Company is operating at near full capacity. The key threat to the Refrigerant Gas Business continues to be pressures on margins due to competition from China. However, your Companys competitive advantage has been enhanced with the stabilisation of the integration projects set up at Dahej.

The Chemical Complex at Dahej has now stabilised and attained acceptable levels of capacity utilisation and product quality. The key threats to this business are availability and cost of energy (being one of the key inputs) and your companys ability to meet the stringent quality standards of the export markets.

On the Carbon Credit Business, your Company continues its strong presence in the international markets, and the sale of Carbon Credits to European buyers has added a healthy revenue stream to your Companys operating results and is expected to do so, right upto 2012, and potentially beyond. The key threat to this business is the price volatility in the carbon markets, and your Company has implemented an effective price hedging strategy to mitigate this risk.

The Wind Energy Business is quite nascent in the country, and there is a good opportunity of creating value by identifying viable sites, a cost-effective equipment sourcing strategy and ability to raise capital efficiently. The key threat in this business is increasing costs due to supply constraints of components, wind uncertainty, and regulatory restrictions leading to inability to sell the power generated at viable tariffs.

b) Segment-wise and product-wise performance

In line with the requirements of the Accounting Standard on Segment Reporting (AS-17), the Company has disclosed performance of each segment in the Note No 22 of Notes to the Accounts of Annual Report of the Company.

c) Outlook

HCFC22 is expected to witness a growth of around 5% per annum globally, largely due to growth in PTFE demand. Your company, due to its vast marketing reach and increasing cost competitiveness, as also due to faster Montreal Protocol mandated phase-out schedules in developed countries, has been able to maintain a healthy growth rate over the past few years, and, with the stabilisation and increased production levels at the Dahej chemical complex, expects to be able to operate at near full capacity levels, into the future.

The outlook on the Chemical Complex at Dahej is quite positive, with increasing volumes due to higher capacities and improved PTFE realizations due to better product quality.

On the Carbon Credit front, it is expected that with deeper emission reduction targets contemplated by Europe, prices of Carbon Credits generated by your Company should remain firm. There is still some uncertainty about the market post 2012, over which some clarity could evolve over the next year(s).

As regards the Wind Energy Business, there continues to be a demand-supply gap for energy in general and renewable energy in particular, and regulatory framework is evolving to encourage more investments in renewable energy projects. This should provide the impetus for to further improve the viability of this business.

d) Internal control system and their adequacy

The Company has an adequate internal control system commensurate with the size and nature of its business.

The company has an adequate internal audit system commensurate with its size and the nature of its business. The internal audit is carried out by independent firms of Chartered Accountants, who interact with the Audit Committee on a regular basis, with respect to the scope of audit, significant audit observations, and remedial action required, if any.

e) Discussion on financial performance with respect to operational performance

The financial performance of your Company continues to remain strong, and is expected to show an improvement in the coming years, with the higher production levels at the chemical complex at Dahej, the firming up of Carbon Credit prices, and the commencement of revenues from the Wind Energy business.

f) Material developments in human resources / industrial relations front, including number of people employed

The company has around 900 employees on its rolls. Your company continues to have cordial and harmonious relations with all its employees.

3. RESPONSIBILITY STATEMENT

Your Directors would like to confirm that

I. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

II. the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 and of the Profit or Loss of the Company for that year;

III. 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. the Directors have prepared the Annual Accounts on a going concern basis.

4. DIVIDEND

Your Company had already paid two interim dividends of Rs. 1.00 per equity share (100%) each.Your Directors now recommend a final dividend of Rs 1.50 per equity share (150%) subject to approval of the shareholders. The total dividend payout (including dividend distribution tax) for the year will be Rs 4491.80 lacs.

5. DIRECTORS

Shri OP Lohia and Dr S Rama Iyer retire by rotation and being eligible, offer themselves for re-appointment. During the year, Shri CP Jain who was appointed as an Additional Director on the Board had resigned with effect from 12th February, 2010.

7. SUBSIDiARIES AND JOINT VENTURE

The Balance Sheet, Profit and Loss Account, Auditors Report and Directors Report and a Statement of your Companys interest in Inox Leisure Limited, Inox Wind Limited, Inox Infrastructure Private Limited, Inox Motion Pictures Limited and Gujarat Fluorochemicals Americas LLC, as required under Section 212 of the Companies Act, 1956, for the year 31st March 2010 are annexed hereto.

The Company has entered into a joint venutre with Yeng Peng Chemical Company Limited, China for manufacture of 35000 TPA Anhydrous Hydrofulric Acid, a strategic raw material of the Company.

8. AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualifications. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 217(3) of the Companies Act, 1956.

9. AUDITORS

Members are requested to appoint Auditors for the current year and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and offer themselves for re-appointment. Due notice has been received from them that their appointment, if made, will be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956.

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

In compliance with the requirements of Clause 49(V), a certificate from the Managing Director and Director and Group Head (Corporate Finance) of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Managing Director is enclosed as a part of the Corporate Governance Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to 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, relating to the matters contained therein is given by way of an Annexure to this Report.

12. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars are set out in the Annexure to the Directors Report. In terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the Shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

13. SUSTAINABLE DEVELOPMENT ACTIVITIES

The Company undertakes sustainable development work as part of its ongoing efforts to improve the quality of life of the people in the areas surrounding its plant. Your company has spent around Rs 106.92 lakhs in the last financial year on these initiatives. Diligent and sincere efforts in this direction have had a positive and lasting impact on the neighbouring community. During the year, the Company has had its Corporate Social Responsibility initiatives certified by Ernst and Young.

14. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of ISO: 14001:2004 (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) for its Ranjitnagar Unit. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

15. INSURANCE

The Companys property and assets have been adequately insured.

16. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

By Order of the Board of Directors Noida DK JAIN 22nd May, 2010 Chairman

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