GHCL Ltd. — Board/Management Information 2022

Dec 16, 2022

GHCL Limited

Date: September 1, 2b22

To,

National Stock Exchange of India Limited Exchange Plaza" Sandra - Kurla Complex, Sandra (E), Mumbai - 400 051 NSE Code: GHCL

Sub.: Reply to your email dated August 24, 2022 seeking further information related to filing of outcome of Board Meeting under Regulation 30 of the SEBI (LODR) Regulations, 2015 on April 30,2022

Dear Sir/Madam,

This refers to your email dated August 24, 2022 regarding filing of outcome of Board Meeting under Regulation 30 of the SEBI (LODR) Regulations, 2015 on April 30, 2022.

As desired, please find below para wise reply I clarification regarding your queries related to filing of outcome of Board Meeting under Regulation 30 of the SEBI (LODR) Regulations, 2015.

Sr.	Detailsneed	Clarification by GHCL Limited
No.	clarificationbythe
	Company
1.	Brief profile (in case ofappointment)oftheInternal,Cost&Secretarial Auditor	(i) Re-appointment of Secretarial Auditor of the CompanyWe would like to inform that as per recommendation of the Audit &Compliance Committee, Board of Directors of the Company in theirmeetingheldonApril30,2022hadre-appointedM/s.Chandrasekaran Associates, Secretarial Auditors of the Companyfor the financial year 2022-23 and this fact was reported in ourearlier communication. Brief profile and other necessary detailsrelated to re-appointment of M/s. Chandrasekaran Associates ,Secretarial Auditors are enclosed as Annexure - 1.(ii) Re-appointment of Cost Auditor of the CompanyWe would like to inform that as per recommendation of the Audit &Compliance Committee, Board of Directors of the Company in theirmeeting held on April 30, 2022 had re-appointed M/s R J Goel &Co., Cost Accountants as a Cost Auditor for all the divisions of theCompany for the financial year 2022-23. Brief profile and othernecessary details related to re-appointment of M/s R J Goel & Co.,Cost Accountants as a Cost Auditor of the Company are enclosedas Annexure - 2.

B- 38, GHCL House, Institutio nal Area, Sector- 1, Naida, (U.P.) - 201301, India. Ph. : +91-120-2535335, 4939900, Fax : + - CJN : L24100GJ1983PLC006513, E-mail : ghclinfo@ghcl.co.in , Website : www.ghcl.co.in

Regd. Office: GHCL House, Opp. Punj abi Hall, Near Navrangpu ra Bus Stand, Navrangpura, Ahmedabad, Guja rat - 380009, India

		(iii) Re-appointment of Internal Auditors of the Company
		We would like to inform that as per recommendation of the Audit &Compliance Committee, Board of Directors of the Company in theirmeeting held on April 30, 2022 had re-appointed M/s Sharp andTannan Associates, Chartered Accountants, Baroda and Mis R.Chartered Accountants, Chennai asSubramanian and Company,Internal Auditors of the Company for the financial year 2022-23 fordifferent division. Brief profile and other necessary details related toappointment of Internal Auditors of the Company are enclosed asAnnexure - 3.
2.	AmendmentstoMemorandumand/orarticles of association oflisted entity, in brief.	We would like to inform that the Board of Directors in their meeting heldon April 30, 2022 had accorded their in-principle approval subject to theapproval by members of the Company in the Annual General Meetingregarding approval for alteration of Articles of Association by adoptingnew set of AOA based on the Companies Act, 2013.
		We would further like to inform that Companies Act, 2013 (i.e. NewCompanies Act) has brought out various changes in the provisions thatwere contained in the Companies Act 1956 (i.e. Old Companies Act).The existing Articles of Association (AOA) of the Company wasformulated based on the provisions of the Old Companies Act andtherefore contains certain provisions which are not in line with theprovisions of the New Companies Act. The New Companies Actprovides that in case of conflict with the provisions of the NewCompanies Act and the Articles of Association of the Company, theprovisions of the New Companies Act will prevail. However, it isconsidered desirable to amend the Articles of Association of theCompany to bring it in line with the provisions of the New Act.
		Accordingly, on the recommendation of Board of Directors of theCompany, Shareholders in their meeting held on June 30, 2022 hadaccorded their approval for amendment in Articles of Association of theCompany in line with the Companies Act, 2013.

Hope, the above explanation shall be sufficient in reply to your letter dated August 24, 2022. In case you need any further information I documents, let us inform.

Thanking you

Yours faithfully

For GHCL Limited

~,,_Pr

Manoj Kumar lshwar Asst. General Manager (Secretarial)

other necessary details of M/s.Brief profile andChandrasekaran Associates,Secretarial Auditors of the Company
	Reason forchange	Re-appointed as Secretarial Auditors of the Company
2.	Date ofAppointment	Based on the recommendation of Audit & Compliance Committee, theBoard of Directors of the Company in their meeting held on April 30, 2022,had re-appointed M/s. Chandrasekaran Associates, as Secretarial Auditors
	&terms ofaooointment	of the Company for the financial year 2022-23.The approved audit fees payable to the Secretarial Auditors for the financialyear 2022-23shallbeRs. 4.15lacsplusapplicabletaxesandreimbursement of out of pocket expenses.
3.	Brief Profile	M/s Chandrasekaran Associates ("CACS"), is a reputed firm of CompanySecretaries having professional experience spanning over more than 30years specializing in Corporate Legal Matters and is a sector agnostic onestop corporate and regulatory audit and advisory solutions firm.Dr. S Chandrasekaran, Chairman & founder of the firm, has over 33 yearsof experience in Company and Securities Law. For 13 years, he has led the
		practice at a Senior Executive level for corporate entities.M/s Chandrasekaran Associates conducted various services such as Audit& assurance services, Business entity -formation I incorporation Iregistration, Corporate secretarial compliance management services,Corporate restructuring services, Representation I appearance services,Guidance I opinions and Closure of business entity etc.
4.	Disclosure ofrelationshipbetweendirectors	M/s Chandrasekaran Associates is an Independent firm and said firm andI or any of its partner is not related to any other director or key managerialpersonnel of the Company.

Annexure- 2

	Brief profile and other necessary details of M/s R J Goel & Co., Cost Auditors of theCompany
1	Reason forchange	Re-appointed as Cost Auditors of the Company
2.	Date ofAppointment&terms of	Based on the recommendation of Audit & Compliance Committee, theBoard of Directors of the Company in their meeting held on April 30, 2022,had re-appointed M/s R J Goel & Co., Cost Accountants as a Cost Auditorof the company for the financial year 2022-23.The approved cost audit fees payable to the Cost Auditors for the financialyear 2022-23shallbe3.00lacsplusapplicabletaxesandRs.reimbursement of out of pocket expenses.
3.	appointmentBrief Profile	The firm was established in 1978 by Sh. R. J. Goel, Former President ofICAI (Formerly ICWAI). He was (Qualified in 1969, M-3024) Fellow memberof the Institute and graduated from City College of Commerce, University ofCalcutta. Practicing as Cost Accountant since 197 4 after serving inGovernment and in Public Limited Companies. He was elected to NorthernIndia Regional Council of the Institute of Cost & Works Accountants in 1983and held the position of Secretary, Vice Chairman & Chairman and thenelected to Central Council of the Institute in 1995. He was elected as VicePresident in 1997 and held the position of President of the Institute for theyear1998-99. Hehadinternationalexposure toparticipate variousconferences, seminars and meetings in Accountancy of InternationalBody's i.e. IFAC, CAPA & SAFA. Besides above he organized manyseminars, Conferences and also hosted CAPA Seminar at New Delhi in1999. He was anactive member in the professional activities ofManagement Accountancy and Auditing field.M/s R J Goel & Co. , Cost Accountants has a team of professionals withsubstantial working experience in the fields of:(a) Internal audit(b) Cost Audit(c) Introduction and implementation of cost accounting system(d) Introduction and implementation of integrated system of accounting(e) Preparation of cost manual and system manual(f)Management accounting and reporting(g) Review of cost structure(h) Certification required under Central Excise, General Insurance andother statutesFurther, M/s R J Goel & Co. Cost Accountants has experience in wide rangeof industries i.e. Automobile, Civil Construction, Cement, Chemicals,Consumer Goods, Edible Oil, Electricals, FMCG, Lighting, Metals, Oil &Gas, Paper, Power, Pharmaceutical, Steel & Steel products, Sugar, Tyres& Tubes, Tele- Communication and Textiles etc.
4.	Disclosure ofrelationshipbetweendirectors	Mis R J Goel & Co. , Cost Accountants is an Independent firm and said firmand I or any of its partner is not related to any other director or keymanagerial personnel of the Company.

	Brief profile and other necessary details of M/s Sharp and Tannan Associates,Chartered Accountants, Baroda, Internal Auditors of the Company
1	Reason forchange	Re-appointed as Internal Auditors of the Company
2.	Date ofAppointment&terms ofaooointment	Based on the recommendation of Audit & Compliance Committee, theBoard of Directors of the Company in their meeting held on April 30, 2022,hadre-appointedM/sSharpandTannanAssociates,CharteredAccountants, Baroda, as Internal Auditors of the Company for the Soda AshDivision and Noida Office for the financial year 2022-23.The approved audit fees payable to M/s Sharp and Tannan Associates,Internal Auditors for the financial year 2022-23 shall be Rs. 20.00 lacs plusapplicable taxes and reimbursement of out of pocket expenses.
3.	Brief Profile	M/s Sharp and Tannan Associates, Chartered Accountants, Baroda,founded by Mr. C. R. Sharp in 1932 and thereafter Mr. B.R. Tannan joinedas a Partner in 1934, when the name of the firm was styled "Sharp &Tannan". Mr. G.T. Khare joined the firm as the third Partner in 1950.In 1976, a separate entity was formed called Sharp & Tannan Associates,primarily to focus on internal audits and management services. TheChennai (then Madras) practise was established in 1980. Thereafter, in1988, the Pune office was opened as a branch, followed by the Bangalorebranch in 1990.The Baroda, Goa, Hyderabad and Ahmedabad offices were set up in 1994,2000, 2003 and 2016 respectively. The Group presently has an all-Indiastaff strength of around 475, headed by 21 Partners and 5 Directors.M/s Sharp and Tannan Associates, Chartered Accountants, Baroda hasbest in class audit tools to ensure comprehensive and qualitative coverage.This firm also has a repository of risks and audit tests defined for eachprocesses based on their experience. It has an Audit Intelligence centrecompares and benchmarks the best practices across all clients results ofsuch benchmarking are also shared with team leaders to improverecommendations.
4.	Disclosure ofrelationshipbetweendirectors	M/s Sharp and Tannan Associates is an independent firm and said firm andI or any of its partnersis not related to any other director or key managerialpersonnel of the Company.

Annexure - 3B

	Brief profile and other necessary details of M/s R Subramanian and Company LLP, InternalAuditors of the Company
1	Reason for	Re-appointed as Internal Auditors of the Company
	change
2.	Date ofAppointment	Based on the recommendation of Audit & Compliance Committee, the Boardof Directors of the Company in their meeting held on April 30, 2022, had reappointed M/s R. Subramanian and Company,Chartered Accountants,
	&	of the Company for the Yarn/ SpinningChennai, as Internal AuditorsDivision, Madurai and Consumer Products Division, for the financial year2022-23.
	terms ofappointment	The approved audit fees payable to M/s R. Subramanian and Company,Internal Auditors for the financial year shall be Rs. 6.00 lacs plus applicabletaxes and reimbursement of out of pocket expenses.
3.	Brief Profile	M/s R. Subramanian and Company LLP (RSC) is a firm of CharteredAccountants. The firm was founded by Mr R Subramanian in 1974 andoperates from its registered office in Chennai and has presence in Bangalore& Delhi. M/s R. Subramanian and Company LLP has associations withestablished CA firms in Mumbai and Hyderabad.
		M/s R. Subramanian and Company LLP (RSC) has 180 strong teamcomprisingCharteredAccountants,CostAccountants,CompanySecretaries, MBAs, CISAs, article assistants, semi-qualified CAs and adminstaff who spearhead our assignments and ensure client satisfaction.
		Mr. R Subramanian, Founder Partner of the firm. He is Senior member ofInstitute of Chartered Accountants of India (with around five decades of audit,tax, valuation, and transaction advisory experience. He was past president,Hindustan Chamber of Commerce and past Member, National ExecutiveCouncil of FICCI (India's apex Chamber of Commerce), Past Member ofCompany Law Advisory Committee and a few Committees constituted bySEBI, FICCI, etc.
		He was also past member, Internal Audit Standards Board of ICAI, PastNominee Director of Commercial Banks and Mutual Funds as IndependentDirector Chairman of Audit Committees of Corporate entities and headsseveral social and charitable trusts engaged in fine arts and philanthropy andcultural activities.
		M/s R. Subramanian and Company, Chartered Accountants, Chennai is alsogiving following services;
		(a) Restructuring of corporate and promoter holdings for transformation,international expansion and capital raise.(b) Advising Investment Funds on investment policies, deal pipeline.(c) Structuring investments based on tax, FDI and legal considerations.(d) Partnership with a reputed Europe based asset managementplatform designated as their India advisor.
4.	Disclosure ofrelationshipbetweendirectors	M/s R. Subramanian and Company is an independent firm and said firm andI or any of its partner is not related to any other director or key managerialpersonnel of the Company.

For GHCL LIMIT %

~v-Pi!

Manoj Kumar lstiwar Asst. General Manager (Secretarial) .