Your Directors present this 49^th Annual Report of the Company on the business and operations of the Company together with Standalone and Consolidated Audited Financial Statements (Ind AS based) for the Financial Year ended 31^st March, 2022 and the report of the Auditors thereon.

PERFORMANCE AND FINANCIAL RESULTS

The financial performance of the Company for the year ended 31^st March, 2022 is summarized below:

FINANCIAL RESULTS - SUMMARY AND HIGHLIGHTS

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company’s performance for the year ended 31^st March, 2022 are as under:

At Standalone Level

0 The Company has achieved Net External Sales of Rs.3,683.40 Crores during the year 2021-22 as against Rs.2,344.49 Crores in the Previous Year.

0 Total production of all products has increased by 6.93% to 17,18,835 MT during the year 2021-22 from 16,07,469 MT in previous year.

0 Other Operating income has decreased by 11.37% to Rs.75.33 Crores during the year 2021-22 from Rs.84.99 Crores in previous year.

0 Other income has decreased by 31.22% to Rs.46.39 Crores during the year 2021-22 from Rs.67.45 Crores in previous year.

0 EBITDA has increased by 142.60% to Rs. 1,032.56 Crores during the year 2021-22 from Rs.425.62 Crores in previous year.

0 Profit before tax has increased by 251.41% to Rs.828.63 Crores during the year 2021-22 from Rs.235.80 Crores in previous year.

0 Profit after tax has increased by 236.82% to Rs.561.98 Crores during the year 2021-22 from Rs.166.85 Crores in previous year.

At Consolidated Level

0 EBITDA has increased by 142.71% to Rs. 1,030.34 Crores during the year 2021-22 from Rs.424.51 Crores in previous year.

0 Profit before tax has increased by 252.13% to Rs.826.41 Crores during the year 2021-22 from Rs.234.69 Crores in previous year.

0 Profit after tax has increased by 237.73% to Rs.559.76 Crores during the year 2021-22 from Rs.165.74 Crores in previous year.

TRANSFER TO RESERVES

The Company has not transferred any sum to the General Reserve Account during the Financial Year 2021-22. DIVIDEND

Your Directors are glad to recommend a Dividend @ Rs.10.00 per share (i.e. 100%) on 7,34,36,928 Equity Shares of Rs.10/- each fully paid up for the year ended 31^st March, 2022 (Previous Year - Dividend @ Rs.8.00 per share i.e. 80%). Dividend is subject to approval of members at this Annual General Meeting and shall be subject to deduction of TDS as per Income Tax Act.

The dividend recommended is in accordance with the Company’s “Dividend Distribution Policy”.

MATERIAL CHANGES AND COMMITMENTS

There has been no other material changes and commitments, which affect the financial position of the Company which

have occurred between the end of the Financial Year 2021-22 and the date of this Report. There has been no change in the nature of business of the Company.

The management does not see any risks to Company’s ability to continue as a going concern and expects that the Company will be able to meet its liabilities in the foreseeable future as and when the same would become due.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the Annexure - 1 to this report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANYGACL-NALCO Alkalies & Chemicals Pvt. Ltd.

The Company and National Aluminium Company Limited (NALCO), a Government of India Enterprise (a Navratna Company) have jointly incorporated a Joint Venture Company, viz., GACL-NALCO Alkalies & Chemicals Pvt. Ltd. (GNAL) (CIN U24100GJ2015PTC085247) on 4^th December, 2015 for setting up 2,66,667 MTPA (100%) Caustic Soda Plant and 130 MW Coal based Power Plant at Dahej, Gujarat.

The Company holds 60% and NALCO holds 40% in GNAL. Accordingly, GNAL is a subsidiary of the Company. Effective from 1^st April 2020, GNAL has become material subsidiary company of the Company.

The Managing Director of GACL is the Chairman of GNAL. The Managing Director of GACL does not draw any commission or any remuneration from GNAL except incidental expenses of Rs.2,500/- per day of meeting(s) for attending the meetings of the Board of Directors or Committees thereof.

As per Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of financial statement of the Joint Venture / Subsidiary Company in Form AOC-1 forms part of the Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing Standalone and Consolidated Financial Statements of the Company has been placed on the Website of the Company at www.gacl.com. Further, the Audited Financial Statements of GNAL for the year ended 31^st March, 2022 are also placed on the Website of the Company at www.gacl.com and also at Website of GNAL at www.gnal.co.in

Interested Shareholders may obtain a physical copy of the audited financial statements of the Subsidiary Company

by sending a request to the Company Secretary at the Company’s Registered Office.

GNAL has, on 30^th March 2022, successfully completed the start-up of the 200 TPD (ton per day) CEU (Caustic Evaporation Unit) and has produced 100 MT Caustic Soda of 48.5% concentration and with the same, the CEU Unit was partially commissioned. The Captive Power Plant and the Caustic Soda Plant have been commissioned progressively in a phased manner during the current Financial Year 2022-23.

Vadodara Jal Sanchay Pvt. Ltd.

The Government of Gujarat, vide Gazette Notification dated 28.05.2018, notified the “Policy for Reuse of Treated Waste Water” (TWW). As per the said Policy, Reuse of TWW was mandatory for industries consuming minimum 1 lakh liter per day (100 M3/day) of fresh water for Non-Potable purpose and which are situated within 50 km distance from STP or city limits. Reuse of Treated Waste Water should be minimum 25% of the total fresh water consumption within 1 year, 70% by 2025 and 100% by 2030.

In compliance of the said Policy, the Board of Directors of the Company at its Meeting held on 6^th February 2020 had approved formation of Special Purpose Vehicle / Joint Venture Company comprising of Gujarat State Fertilizers & Chemicals Limited(GSFC), Gujarat Alkalies and Chemicals Limited(GACL), Gujarat Industries Power Company Limited(GIPCL) and Vadodara Municipal Corporation(VMC) as its joint venture partners for establishment of a new secondary treated waste water plant (STP) of 50 MLD capacity in the state of Gujarat. Accordingly, a Special Purpose Vehicle / Joint Venture Company in the name of Vadodara Jal Sanchay Private Limited(VJSPL) was incorporated on 22.07.2020 for establishment of new secondary treated waste water plant (STP) of 50 MLD at Vadodara, Gujarat. The Company (GACL) had subscribed 3,00,000 equity shares of Rs.10/- each (i.e. Rs.30 lakhs) (15%) to the Memorandum of Association (MoA) of VJSPL on 15^th July 2020. VJSPL is yet to commence its business operations.

Memorandum of Understanding / Termsheet between GACL and GAIL (India) Limited

The Hon’ble Prime Minister has launched a Roadmap for 20% Ethanol Blending in Petrol by 2025, with a view to reduce import of crude oil and save valuable foreign exchange.

In response to the Hon’ble Prime Minister of India’s call for ‘Atmanirbhar Bharat’, the Company (GACL) and GAIL (India) Limited (GAIL) have signed Memorandum of Understanding(MoU) for setting up a 500 KLD Bioethanol plant in Gujarat. The estimated project cost is to the tune of Rs.1,000 Crores and it is expected to generate annual revenue of approximately Rs.1500 Crores. A Term Sheet for the same has been executed between the Parties. A Detailed Feasibility Report (DFR) is under preparation.

Based on outcomes of the DFR and other conditions precedents, both the Parties will mutually decide to enter into a definitive agreement(s).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size and nature of its business. The Company periodically reviews the internal financial controls in the light of new statutes, changes in business models, adoption of new technology solutions and suggestions for improvements received from employees. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

For all amendments to Indian Accounting Standards (Ind-AS) and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated with the Statutory Auditors.

The Company has a stated process and periodicity for physical verification of its inventory and fixed assets. All variances are analysed and accounted post necessary approvals.

The Company gets its financial statements reviewed every quarter by its Statutory Auditors. The accounts of GNAL are audited and certified by their Statutory Auditors for consolidation.

None of the auditors of the Company has reported any fraud as specified under second proviso of section 143(12) of the Companies Act, 2013 including any statutory modifications or re-enactments thereof for the time being in force.

CREDIT RATING

Your Company’s financial discipline and prudence are reflected in the strong credit rating described by rating agency as per the following particulars:

RISK MANAGEMENT

The Company has constituted the Risk Management Committee of Directors w.e.f. 11^th February, 2016. Shri Rajiv Lochan Jain had been appointed as the Chairman of the said Committee w.e.f. 28^th September, 2018. As on 31^st March, 2022, below are the Members of the Risk Management Committee:

1. Shri Rajiv Lochan Jain, Chairman;

2. Shri S B Dangayach;

3. Shri Nitin Shukla; and

4. Shri Harshad R Patel, IAS.

The Company has also constituted Internal Risk Management Committee comprising of Senior Executives of the Company who are heading respective departments viz. Finance, Manufacturing, Marketing, Purchase, Project, Safety, Information Technology, HR, Secretarial and Legal functions. The Managing Director is the Chairman of the Internal Risk Management Committee. The Internal Risk Management Committee reports to the Managing Director and the risks identified by the said Committee along with proposed mitigation actions are discussed periodically on quarterly basis with the Managing Director.

The Risk Management Committee of Directors was renamed as “Risk Management-cum-Safety Committee” w.e.f. 10^th November, 2016 by the Board. The existing Internal Risk Management Committee of Senior Executives of the Company continues to function. Out of the various risks identified by the Internal Risk Management Committee, the Audit Committee has identified certain critical risks, which are reviewed by the Risk Management-cum-Safety Committee, the Audit Committee and by the Board of Directors periodically. A Report on the steps taken to mitigate those critical risks is also submitted to the Risk Management-cum-Safety Committee, Audit Committee and the Board of Directors.

Pursuant to provisions of Regulations 17 & 21 of SEBI Listing Regulations and Sections 134 & 177 of the Companies Act, 2013 (“the Act”) and other applicable provisions, if any, of the SEBI Listing Regulations and the Act, the Board of Directors of the Company have also approved and framed “Risk Management Policy” of the Company. During the year, the Company has amended its Risk Management Policy in line with amendments under SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy (“Policy”) as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors and Employees of the Company.

As per the Policy, a whistle blower can make protected disclosures to the Chairman of the Audit Committee. During the Financial Year 2021-22, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy.

The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Company’s Website at the weblink: htlps;^,/gacl.com/upload_files/45ef1_VIGIL_MECHANISM_CUM_WHISTLE_BLOWER_POLICY%20AS%2^ER%^0SEBI%^0LODR.pdf CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in the Corporate Governance Report.

The CSR Committee has formulated and recommended to the Board, CSR Policy identifying the activities to be carried out by the Company and the said CSR Policy was approved by the Board of Directors at their Meeting held on 23.07.2014. The Board of Directors at their Meeting held on 26.05.2015 had approved some modifications in the CSR Policy including to undertake CSR activities through GACL Education Society (GES). GES is a Society registered under the Societies Registration Act, 1860, and under the Bombay Public Trust Act, 1950 and registered under section 12A and 80G of the Income Tax Act, 1961. GES has also filed Form CSR-1 and got the required registration number from MCA in pursuance of recent amendments in the Companies (CSR) Rules, 2014. Further, the Board of Directors at their Meeting held on 09.02.2021, approved the modifications/changes in CSR Policy of the Company pursuant to the amendments made under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the Companies (Amendment) Act, 2019 and the Companies (Amendment) Act, 2020 with effect from 22^nd January 2021. Further, the Board of Directors at their Meeting held on 18.05.2021, modified the said CSR Policy, requiring contribution by the entity/institution/individuals or group, as the case may be, up to certain percentage of total CSR Project cost, in order to bring ownership and discipline to such identified CSR projects.

The details about various activities carried out by the Company under CSR through GES as well as directly by the Company are given in the Management Discussion and Analysis which forms part of Annual Report.

The CSR Policy may be accessed on the Company’s Website at the weblink:

https://gacl.com/upload_files/987b0_CSR_POLICY.pdf

As per the provisions of Section 135 of the Companies Act, 2013, the statutory amount (i.e., 2% of the average net profits of the last three Financial Years) that was required to be spent by the Company for various CSR activities during the Financial Year 2021-22 was Rs. 1154.96 Lakhs. The Company has spent Rs. 552.00 Lakhs towards various CSR

activities during the Financial Year 2021-22. The unspent amount of Rs. 602.96 Lakhs was towards various ongoing CSR projects. The Company has transferred Rs. 603.00 Lakhs to special account viz., “GACL Unspent Corporate Social Responsibility Account 2021-22” within 30 days from the close of Financial Year 2021-22. The unspent amount of Rs. 603.00 lakhs transferred to such account will be utilized for the ongoing projects in next three Financial Years i.e., FY 2022-23 to FY 2024-25. The Company shall transfer unspent amount, if any, lying in this account at the end of third Financial Year to Fund(s) specified in Schedule VII, within statutory time limit, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereunder.

The Annual Report on CSR activities for the Financial Year 2021-22 is annexed herewith as Annexure-2. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment / Reappointment / Cessation of Directors & Key Managerial Personnel

The Board of Directors of the Company at its Meeting held on 23.09.2021 noted resignation of Shri Anil Mukim, IAS (Retd.) with effect from 3^rd September, 2021 consequent upon his superannuation as Chief Secretary to Government of Gujarat. The Board of Directors at its Meeting held on 03.11.2021 noted resignation of Shri Pankaj Joshi, IAS as Director of the Company with effect from 02.11.2021consequent upon his transfer from Finance Department, Government of Gujarat to Hon. Chief Minister’s Office. The Board of Directors noted resignation of Shri Tapan Ray, IAS (Retd.), Independent Director of the Company with effect from 31.12.2021 due to preoccupations. The Board of Directors at its Meeting held on 08.02.2022 noted resignation of Shri Milind Torawane, IAS as Managing Director of the Company w.e.f. 06.02.2022 pursuant to the Notification No.: AIS/35.2022/05/G dated 03.02.2022 received from General Administration Department, Government of Gujarat relieving additional charge of Shri Milind Torawane, IAS, as Managing Director of the Company. During the year, the Board of Directors at its Meeting held on 24.03.2022 noted resignation of Smt. Vasuben Trivedi as an Independent Director from the Board of Directors of the Company w.e.f. 14.02.2022 due to preoccupations.

The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Shri Anil Mukim, IAS (Retd.), Shri Pankaj Joshi, IAS, Shri Tapan Ray, IAS (Retd.), Shri Milind Torawane, IAS and Smt. Vasuben Trivedi to the Company during their respective tenures as Chairman and Directors of the Company.

As recommended by the Nomination-cum-Remuneration Committee and pursuant to Articles 7 and 11 of the Articles of Association of the Company, the Board of Directors appointed Shri PankajKumar, IAS, Chief Secretary to Government of Gujarat (GoG) as

Chairman and Director on the Board of Directors of the Company vice Shri Anil Mukim, IAS, (Retd.) with effect from i.e., 7^th September, 2021 vide Government of Gujarat’s Resolution No. MIS/11-2016/1765/E dated 7^th September, 2021.

The Board of Directors of the Company as recommended by Nomination-cum-Remuneration Committee, approved the appointment of Shri J.P. Gupta, IAS as Director of the Company w.e.f. 15.12.2021 subject to the approval of shareholders of the Company. Further, the Board of Directors of the Company at its Meeting held on 08.02.2022, as recommended by Nomination-cum-Remuneration Committee, had appointed Shri Harshad R Patel, IAS as a Non-Rotational Government Director and Managing Director of the Company w.e.f.

07.02.2022 (i.e., the date on which he took over the charge), until further orders, subject to the approval of shareholders of the Company. Further, during the year, the Board of Directors at its Meeting held on

24.03.2022, as recommended by Nomination-cum-Remuneration Committee, appointed Shri Nitin Shukla as an Independent Director of the Company w.e.f.

24.03.2022 not liable to retire by rotation, for a term of five consecutive years i.e., upto 23.03.2027, subject to approval of shareholders of the Company.

The Company sought approval for following items of special business: (i) appointment of Shri J.P. Gupta, IAS as Director; (ii)appointment and approval of remuneration and perquisites payable to Shri Harshad R Patel, IAS as a Managing Director and; (iii) appointment of Shri Nitin Shukla as an Independent Director of the Company by means of electronic voting (remote e-voting) as mentioned in Postal Ballot Notice dated 24.03.2022. All the Resolutions contained in Postal Ballot Notice dated 24.03.2022 were approved by requisite majority of Members through remote e-voting. Accordingly, all the Resolutions were declared to be passed on

03.05.2022.

The Board of Directors of the Company, on recommendation of Nomination-cum-Remuneration Committee, appointed Smt. Shridevi Shukla as an Independent Director of the Company w.e.f. 12.05.2022, subject to the approval of shareholders of the Company.

The Government of Gujarat in exercise of the powers vested in it under the Articles 11 and 14-A of the Articles of Association of the Company has vide its Notification No. AIS/42-2011/858932/G dated 27^th May, 2022 communicated to the Company that Shri Milind Torawane, IAS (DIN : 03632394) would hold additional charge of the post of Managing Director of the Company, w.e.f. 28^th May, 2022 i.e. the date on which he took over the charge as the Managing Director of the Company upto 23^rd June, 2022, or until any further orders (“Interim Period”), in absence of Shri Harshad R Patel, IAS (DIN : 08101424), the Managing Director of the Company, being on sanctioned leaves.

Thus, he was nominated as Government Director on the Board of the Company for the Interim Period. On completion of the said Interim Period, Shri Milind Torawane, IAS handed over the Additional Charge of Managing Director of the Company to Shri Harshad R Patel, IAS who resumed the powers of the Managing Director of the Company. The Office of Shri Harshad R Patel, IAS as Managing Director of the Company continued as Managing Director of the Company during the said Interim Period. As recommended by the Nomination-cum-Remuneration Committee at its Meeting held on 6^th June, 2022, the Board of Directors of the Company at its Meeting held on 6^th June, 2022, has noted, approved and confirmed the appointment of Shri Milind Torawane, IAS as Managing Director of the Company on such remuneration, perquisites, terms and conditions as may be conveyed by the Government of Gujarat for the Interim Period, subject to the approval of Shareholders of the Company.

In terms of the SEBI Listing Regulations, effective from January 1, 2022, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three (3) months from the date of appointment, whichever is earlier and that the appointment of an Independent Director shall be subject to the approval of Members by way of a special resolution. As the period of three months would conclude before AGM, the Company sought approval of Shareholders for: (i) appointment of Smt. Shridevi Shukla as an Independent Director of the Company; (ii) To approve transactions with Related Parties; (iii) Appointment of Shri Milind Torawane, IAS as Managing Director of the Company for Interim Period, through Postal Ballot Notice dated 6^th June, 2022 by means of electronic voting (remote e-voting). The said Resolutions contained in Postal Ballot Notice dated 6^th June, 2022 were approved by requisite majority of Members through remote e-voting. Accordingly, all the Resolutions were declared to be passed on 30.07.2022.

The Board of Directors of the Company at its Meeting held on 04.08.2022, pursuant to the Notification No. AIS/35.2022/24/G dated 26^th July, 2022 of General Administration Department, Government of Gujarat and as recommended by Nomination-cum-Remuneration Committee at its meeting held on 03.08.2022, had appointed Shri Swaroop P. IAS (DIN: 08103838) as a Non-Rotational Government Director and Managing Director of the Company w.e.f. 29.07.2022 (i.e., the date on which he took over the charge), until further orders, subject to the approval of Shareholders at this Annual General Meeting. Your Directors recommend appointment of Shri Swaroop P. IAS as a Non Rotational Government Director and Managing Director of the Company w.e.f. 29.07.2022, pursuant to the provisions of the Companies Act, 2013 for your approval.

The Board of Directors at its Meeting held on 04.08.2022 noted resignation of Shri Harshad R. Patel, IAS as Managing Director of the Company w.e.f. 28.07.2022 pursuant to the Notification No. AIS/35.2022/24/G dated 26^th July, 2022 received from General Administration Department, Government of Gujarat.

The Board places on record its sincere appreciations for the valuable services rendered by Shri Harshad R. Patel, IAS to the Company during his tenure as Managing Director of the Company.

Shri M.K. Das, IAS (DIN 06530792), will retire by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment. Your Directors recommend his re-appointment as Director for your approval.

Brief profile of Shri M. K. Das, IAS and Shri Swaroop P. IAS forms part of the Notice of this Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Shri Swaroop P. IAS on his appointment as Managing Director was also appointed as Key Managerial Personnel of the Company effective from

29.07.2022. Shri Vinayak Kudtarkar, Chief Financial Officer and Shri Sanjay S Bhatt, Company Secretary, are the Key Managerial Personnel of the Company effective from 1^st June, 2019 and 14^th May, 2014 respectively.

B. Independent Directors

Attributes, Qualifications & Independence of Directors and their Appointment

The Nomination-cum-Remuneration Committee adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules made thereunder and the SEBI Listing Regulations. The brief particulars of the Directors are provided in the ‘Report on Corporate Governance’ forming part of this Annual Report.

The Company has received declarations from the Independent Directors confirming that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations; (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence; and (c) they have registered/renewed their names in the Independent Directors’ Databank, pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the SEBI Listing Regulations and are independent of the management of the Company.

C. Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Directors, Managing Director and Chairperson. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

D. Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination-cum-Remuneration Committee, formulated a Nomination & Remuneration-cum-Board Diversity Policy for selection, appointment of Directors and Senior Management and their remuneration.

Information about the Policy is provided in the Corporate Governance Report and the said Policy may be accessed on the Company’s Website at the weblink:

https://gacl.com/upload_files/482cd_GACL%20NRC%20POLICY.pdf

E. Meetings

During the year, six (06) Board Meetings and four (04) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings held was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report.

During the year under review, all recommendations of Audit Committee were accepted by the Board.

AUDITORS

A. Internal Auditors

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on 18^th June, 2020 appointed M/s. Parikh Mehta & Associates, Chartered Accountants, Vadodara as Internal Auditors for conducting Internal Audit of the Company for the period from 1^st July, 2020 to 30^th June, 2025.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors and the corrective actions if any, are taken by the Management.

B. Statutory Auditors

M/s. K C Mehta & Co, Chartered Accountants, Vadodara (Firm Regn No. 106237W) were appointed as the Statutory Auditors of the Company for a period of five years i.e. from the conclusion of 46^th Annual General Meeting till the conclusion of 51^st Annual General Meeting.

As per Companies Amendment Act, 2017, the provision of Section 139(1) of the Companies Act, 2013 with respect to ratification of the appointment of Statutory Auditors by the members at every Annual General Meeting is omitted.

The Auditor’s Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

C. Cost Auditors

The Board of Directors of the Company at its Meeting held on 4^th August, 2022 has approved the appointment of M/s. Y. S Thakar & Co., Cost Accountant in practice, Vadodara (Firm Registration No. 000318) as Cost Auditors for the Financial Year 2022-23 as per the provisions of the Companies Act, 2013, subject to the approval of shareholders of the Company, to conduct the audit of Cost Records maintained by the Company at a remuneration of Rs. 3,19,000/- plus applicable GST.

As per the provisions of the Companies Act, 2013, your Directors propose the Resolution in the Notice in respect of remuneration payable to the Cost Auditors for the Financial Year 2022-23 for your ratification and approval.

The Company maintains necessary cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,2014

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2021-22. The Report of the Secretarial Auditors is annexed herewith as Annexure - 3. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

The Company has complied with Regulation 24A of the Listing Regulations. GNAL has got Secretarial Audit carried out by Practicing Company Secretary. Copy of Secretarial Audit Report of GNAL is annexed at Annexure-4 and is also available on the website of the Company. The Secretarial Audit Report of GNAL does not contain any qualification, reservation, adverse remark or disclaimer.

As per SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 read with Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the year ended on 31^st March, 2022 given by M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Secretarial Auditors was submitted to Stock Exchanges (BSE & NSE) within prescribed time limit

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)Transfer of Dividend and corresponding Equity Shares to the Investor Education and Protection Fund

During the Financial Year 2021-22, unclaimed dividend for the Financial Year 2013-14 aggregating Rs.16,32,752/-had been transferred to Investor Education and Protection Fund (IEPF).

The Company has also transferred Rs.18,73,466/- (Net of Tax) to the bank account of the IEPF towards dividend declared by the Company for the Financial Year 2020-21, for such shares which were transferred to the IEPF earlier. During the Financial Year 2021-22, the Company has also transferred 20,337 Equity Shares to the IEPF in respect of which dividends remained unclaimed for seven consecutive years, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended.

Shareholders may claim their unclaimed dividend for the years prior to and including the Financial Year 2013-14 and the corresponding shares, if any, from the IEPF Authority by applying in the prescribed Form No. IEPF-5.

This form can be downloaded from the Website of the IEPF Authority at www.iepf.gov.in the access link of which is also available on the Company’s Website at www.gacl.com under the section ‘Investors’.

Attention of the Members is drawn that the unclaimed dividend for the Financial Year 2014-15 and the corresponding shares will be due for transfer to the IEPF on 19^th October, 2022 for which purpose communication has been sent to all the concerned Shareholders advising them to claim their dividends, failing which the said shares will be transferred to IEPF Authority within 30 days from the said due date. Notices in this regard have also been published in newspapers. Details of such shares are available on the Company’s Website under the section ‘Investors’.

Details of Nodal Officer

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the details of Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund Authority are as under:

Name: Shri Sanjay S Bhatt

Designation: Company Secretary & CGM (Legal, CC &

CSR)

Postal Address: PO : Ranoli : 391 350,

Dist.: Vadodara (Gujarat)

Telephone No.: 0265-6111453 / 0265-6111000

Mobile No.: 7069053850

E-mail ID: cosec@gacl.co.in

The Company has also displayed the above details of Nodal Officer at its Website at www.gacl.com

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of all the requirements stipulated under the SEBI Listing Regulations.

A detailed report on Corporate Governance for the year under review along with Certificate issued by Practicing Company Secretary in terms of provisions of the SEBI Listing Regulations is attached herewith forming part of this Annual Report

BUSINESS RESPONSIBILITY REPORT

As per the provisions of the SEBI Listing Regulations, the Business Responsibility Report (BRR) containing initiatives taken by the Company from environmental, social and governance perspective is annexed herewith as Annexure

- 5 as part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to remuneration and other details of employees as required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in the Annexure

- 6. Further, there was no employee holding 2% or more of the Equity Shares of the Company during the Financial Year 2021-22.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee of Directors at its Meeting held on 8^th February, 2021 has accorded omnibus approval to execute transactions with related parties up to the value of Rs.1 Crore. During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business at arm’s length price and/or within the omnibus approval granted by the Audit Committee. The Company has not entered into contracts / arrangements / transactions with Related Parties which could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party Transactions.

Since, all the contracts / arrangements / transactions with Related Parties during the year were in the ordinary course of business and/or the same were at arm’s length as well as under the special omnibus approval route and not being material transaction as defined under the Act / Rules, disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

In lines with amendments in the Listing Regulations, the Policy on Related Party Transactions and Material Subsidiaries Policy was amended and approved by the Board of Directors during the Financial Year. The said

Policies may be accessed on the Company’s Website at the weblinks:

https://gacl.com/upload_files/37a3e_Related%20Party%20Transaction.pdf and https://gacl.com/upload_files/25c45_policy_on_material_subsidiaries.pdf

Your Directors draw attention of the Members to Note No. 38 to the Financial Statements which sets out Related Party disclosures.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5,6,7,17 & 43(i)(g) of the Notes to the Financial Statements.

INSURANCE

The Company has taken adequate insurance for all its properties. The Company has also taken necessary insurance cover as required under the Public Liability Insurance Act, 1991.

The Company has D & O Liability Insurance Policy which is reviewed in terms of the quantum and risk coverage as per the Regulation 25(10) of the SEBI Listing Regulations

LISTING REGULATIONS COMPLIANCE

Your Company’s Equity Shares are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and their listing fees for the Financial Years 2021-22 and 2022-23 have been paid and the provisions of the SEBI Listing Regulations have been complied with.

ANNUAL RETURN

The Draft Annual Return of the Company as on March 31, 2022 is available on the Company’s Website and can be accessed at weblink :

https://gacl.com/upload_files/14ce8_DRAFT%20GACL_FY-2021-22-Form_MGT_7.pdf

The Annual Return of 2020-21 in prescribed Form No. MGT-7, as required under Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the Company’s Website at

Weblink : https://gad.com/upload_files/96dd0_MGT-7_2020-21.pdf

The same was filed with the Registrar of Companies, Gujarat (ROC) on Ministry of Corporate Affairs (MCA) portal within prescribed time limit.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company at its Meeting held on 26^th May, 2017 has adopted “Dividend Distribution Policy” effective from 26^th May, 2017, which is available on the Company’s Website at the link

https://www.gacl.com/upload_files/a7fec_Dividend_Distribution_Policy.pdf.

The dividend recommended by the Board for the year ended 31^st March, 2022 is in accordance with the said Dividend Distribution Policy.

GENERAL INFORMATION

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOP.

4. Issue of shares, Issue of debentures, warrants, bonds, other convertible securities or any non-convertible securities.

5. No significant or material orders were passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board.

7. There has been no change in the nature of business of the Company.

8. There was no instance of one-time settlement with any Bank or Financial Institution.

Your Directors further state that your Company has constituted a Committee for prevention of Sexual Harassment of Women at Work place named as “Internal Complaint Committee-cum-Gender Equality Committee” under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred as “the said Act”) to enquire into complaints and recommend appropriate action, wherever required. During the year under review, the Committee had not received any complaint of sexual harassment.

The status on the application disposed off under the Insolvency and Bankruptcy Code 2016 is given under the Management Discussion and Analysis Section, forming part of this Report.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the Annual Accounts for the Financial Year ended 31^st March, 2022, the applicable accounting standards have been followed;

b) the Directors had selected such accounting policies

and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2022 and of the profit of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis forms

part of the Board's Report and it deals inter-alia with the

Business, Operations & Financial Performance, Research &